Hello My root volume is on a loop-AES device, which is in turn on an LVM2 logical volume. The loop-AES device is created by an initial ramdisk at the start of the boot process. The ramdisk was created by "./build-initrd.sh build-initrd.conf". When CONFIG_NOHIGHMEM=y, boot proceeds without error. That is, grub finishes, I am prompted for a loop-AES password and boot starts. When CONFIG_HIGHMEM4G=y, grub finishes, the ramdisk cycles through as though I had repeatedly entered in the incorrect password and finishes with "System halted." The most salient error listed is: "ioctl: LOOP_SET_FD: Cannot allocate memory". On this 2GB machine I can boot a Knoppix, for example, CD which has CONFIG_HIGHMEM4G=y. losetup can then be used without error. When booting from disk though I get this kooky "Cannot allocate memory" error. Any ideas why? Regards Fog_Watch. # uname -r 2.6.28-gentoo-r5 -- Lose wait. Get Gentoo. - Linux-crypto: cryptography in and on the Linux system Archive: http://mail.nl.linux.org/linux-crypto/