Try this first uninstall UT and delete the remaining UT folder using the windows exployer. Next do what I show below in steps 1 and 2 then install UT. When you first start UT it will look for your video card but it is not going to find your card so when it gets to the rendering selection screen you need to click on the box that says "show all devices" and select d3d rendering (direct 3d rendering). Now here are the two steps you need to do (I got this info from another site).
Step 1. CLOSE YOUR DAMN PROGRAMS!
The biggest waste of RAM can be misc. programs that aren't essential for Windows to run. This includes any StartUp group programs, services, etc. that you don't need, and that aren't required for Windows to run. To get rid of this crap, delete the item from the StartUp group, or use MSConfig to disable services that you don't need. The only things that should be in your systray are the clock, and the UT server icon. Try to avoid running any FTP/Web servers as they can hog a lot of RAM, and may affect your customers. One other thing to do is get rid of any backround picture you may have on your desktop. An 800x600 16-bit background consumes around 1 meg or so of memory, so git rid of it! If you are running active desktop, turn that mofo off as well. You need all the RAM you can get! Also, you may want to try turning your color depth down to 256 colors. It may help, or it may not. Be sure to close all virus and ICQ programs, this is a must. My system at boot only has the windows exployer and systry running and starts off with a cpu that is 97% free.
Step 2. Tame that swapfile!
If your swapfile isn't already setup as a permanent swapfile, doing this is a MUST! The reason being is that Windows will dynamically change the swapfile to meet its needs, thereby wasting precious CPU cycles and causing unnecessary disk access. This will cause your system to not perform at 100%. By setting up a permanent swapfile, you free up your CPU to concentrate on the game, not on resizing that damn swapfile. If you are using NT, your swapfile is already permament, you can skip this entire section.
To setup a permanent swapfile for Windows 9x, right click on My Computer and select the Properties. You can also get here through the control panel by double clicking the System icon. Head over to the Performance tab, and select Virtual Memory. Since we are going for Maximum Tweakage, we are going to have to defrag your hard drive in order to create a defragged swapfile. Here's how to do it:
1.) Disable your Virtual Memory. Windows will cry a few times, just ignore its error messages.
2.) Reboot your computer and defrag your C: drive. If your swapfile is on a different drive/partition, defrag that drive instead.
3.) After the defrag is complete, go back to the Virtual memory settings and select 'Let me specify my own virtual memory settings'. Make both the Minimum and Maximum values the same. This prevents Windows from wasting time resizing the swapfile. If disk space is low, you can go with a 200 MB swapfile, otherwise go for 300 MB. This will ensure you will never run out of virtual RAM.
4.) Reboot and enjoy your optimized swapfile!
Step 2a. DMA!
Please make sure that if your hard drive supports UDMA, that the DMA button is checked under the Device Manager. Also check your CD drive and confirm that "DMA" is enabled.
[This message has been edited by RW (edited 11-30-1999).]