MegaGun: I extracted those files and it helped quite a bit, although it's still a bit chunky.  Thanks a bunch.

Defiant:  OK, I'm an idiot.  How exactly do I do that?

Thanks everyone for your help....

Well, I downloaded the current driver from ATI and still no help.  I thought the problem might be my cheap sound card but I have the same problem even with sound disabled.  Basically, I have to hold down any key I press for the program to respond, which results in 120 degree turns in spaceflight and "chunky" movement in general.  I can't even respond in the dialogue box without holding down 'enter' for about a second or so.  It's like the computer is way too slow or doesn't have nearly enough RAM, which I don't think is the case (700 mHz and 256 MB).

I really want to play this game, it was a favorite from back in the day.  Thanks for your help so far, but hopefully someone will come up with something that works.  Right now this makes absolutely no sense to me...

Yeah, they're fine....and I don't have problems running any other games but UQM.  It's a Radeon 7500.  I read something somewhere about setting the priority for command-line programs, but I couldn't figure out how to set it for UQM...maybe that might help?

Well I closed all the applications I could and scanned for viruses/spyware (nothing showed up), with no improvement...any other ideas?

The game's response to my keyboard inputs is quite sluggish.  It's especially bad in systems where there are a large number of orbiting starships (to the point that it's virtually impossible to guide my ship), but also noticeable in melee, in the lander (making mining a serious chore), and even in conversation with other species.  I'm running Windows XP on a PIII 700.  I'm also using the loader with the fullscreen setting, resolution on 320 x 240, and 16-bit color depth.

Using OpenGL gives me a blurry double-image.  Turing sound off or lowering sound quality doesn't help.

Any ideas?