I don't think it's really a memory problem. This happens to me every once in a while. Try cleaning out your temporary files and your recycle bin. I don't know why it works, but it always works for me. I have been rendering V3 with the Total Hair Complete, high res textures, bikini...no problem on Win2k pro, on a 12 gig hd(less than 2 gig free at the time), pentium 3 700 ghtz processor, and 785mb of RAM. Your system ought to be flying along. MOre likely it's a compatability issue somewhere...anyway, tidying up seems to do the trick for me, plus a reboot if necessary.