Probably you're right Fifth :D
Actually I think simply setting the autoexec.bat to read-only after editing should stop Windows ME from changing it, too. At least it was working that way in Windows 98 SE.
Anyway good look and be sure to post here if you have any questions or need help.

P.S. Btw. that with the sound card, you mentioned that you got sound working with VDMSound, so when you have more memory that should be solved.

No need to trash your system files! Right-click on the executable, choose properties, then click on the "advanced..." button, on the ensuing dialog window enable the "MS-DOS mode", and then you can toggle another option to substitute the current config.sys/autoexec.bat with custom ones for this particular game (keep only essential stuff you need, including SoundBlaster emulation, so that you have enough conventional memory).

(click to enlarge)
http://i102.photobucket.com/albums/m...psb79270d4.png

Pro tip: if, instead of entering "exit" into DOS to return to Windows, you just power down the computer, the next time it will boot again in DOS, until you enter "exit" at any time.

Argggggggghh! Man, I just can' t catch a break! So I found out that to run properly, Arena needs 604k of conventional memory, I have everything else down, I can even use real ems because I actually found dos drivers for my pci card! But with all my editing of the boot disk I still only get about 546k, I' m so close..... why does my computer taunt me so?! :(

Try to only load the drivers you actually need and LH them if possible.

If you didn't do so yet, put the following line into config.sys (I suspect you didn't yet, hence why you have so little conventional memory):

dos=high,umb

That should free up some memory.
Also sometimes there's more memory free if you loadhigh (lh) some programs, and some not. You should experiment which ones. Try loading some of the programs into upper memory, see if there's more memory available, try to load some other programs instead and see if the free memory increases or lowers. If you loadhigh all of them, not all would fit into high memory, some will be automatically preferred by the operating system and others will stay in the lower memory. Which is not always and optimal choice.

Also while loading the emm386.exe (assuming you are using that ems program) in config.sys, following switches can free up more conventional memory:

Device (drive, folder)EMM386.EXE RAM HIGHSCAN

RAM is absolutely necessary as it frees up upper memory blocks which dos is loaded into with the command further above.
HIGHSCAN can free up even more memory on some computers. On some computers though, it will cause a hang up, after which you'd need to start without autoexec.bat and config.sys and remove the HIGHSCAN option. I advice you to try it out anyway and see if it helps.
Also it is of course necessary to load emm386.exe first and put the DOS command below it in config.sys.

mem /c
or
mem /c/p

Will tell you a lot.....

593k almost there! quick question is it possible to load command.com high?

It would be simpler if you would post the mem /c output.
Command syntax: mem /c > c:\memc.txt
Gives you the output in c:\memc.txt (of course you can adapt c:\memc.txt to something you prefer)

Some more general tips:
Sometimes loading first the larger ones 'high' can benefit (avoids a lack of large high mem blocks for the larger ones)
You're always better when larger ones can be loaded high, smaller ones can easily be loaded in base mem if needed)
If smartdrive is loaded: 'rem' it out, smartdrive can consume a lot of high (or base) mem and is in fact (kinda) useless.
There are some small mouse drivers to find, (cutemouse .....etc) that can save some mem.
....etcetera etcetera .................

Also: memmaker , maybe not the best memory soft and a bit basic, but it can save you a lot of headaches ......

Okay, so my fiddling with the bootdisk messed it up, so now am using Idiot's boot essentials, down to 551k

Code:

Maybe I can get a smaller cd driver, I would like to use the cd version of Arena, but at this point the floppy would friggin suffice.

Getting rid of the CDROM would do it, because MSCDEX is also part of it. CD drivers used to take a lot of memory, but that was hardly an issue, because by that time all CD games used protected mode (no conventional memory requirement). This is a rare case, a game with a very high requirement (even compared to other real mode games--Arena was very advanced technically at its time), but with a CD version released later. It may be possible to have CD support in DOS and enough memory left, but it looks very difficult to me.

The two easy solutions are no CD or DOSBox of course. You can probably play many games in DOSBox in a Pentium III, but a 3D game such as Arena is a stretch. Besides playing the floppy version, you could also look for a pirate noCD patch...