Yuck, Millenium Edition? That's most likely your problem, Ghosty. ME has a huge memory leak problem, which means after using it for hours on end, you gradually "run out" of RAM. I don't know how it works, but I do know it's true. I used to have ME and it did that exact same thing to me. Not just in Morrowind, but with anything. ME just gets slower and slower, until you restart the PC.
Ever since I upgraded to XP, that's gone away and Morrowind doesn't really get slow after a while anymore. Maybe a little, but it's hardly noticable, and it barely ever crashes anymore. With ME it would crash because of the memory leak problems.
But Morrowind really does want 512 MB of RAM to work properly. 256 MB is the minimun requirement if using XP, which is what I have (256MB and XP), and it runs okay.
Oh, and of course, if you really want Morrowind to run good at all, you need a NO-CD Crack. Seriously, the game doesn't keep stopping for a couple seconds every few feet anymore, it's great! Runs much smoother and gets better FPS.
