I changed the compatibility mode to Windows 95 and I checked the "Disable Visual Themes" and it still gave the memory error for both Poser 2 and Poser 3. Nosfiratu, if you reread my original post, it clearly states that Poser 4 and Poser 5 both work fine on my new machine. But, given the complexity of some of the new and radically changed features in Poser 5, I find that I am much more comfortable and productive in earlier versions for some tasks. Eventually I'll be divine the arcane workings of some of the new features like the material room but until then, I'll stick with an interface I can understand to do things like apply transparancy maps. The bottom line is that I simply haven't had the time to learn the new Poser 5 way of doing what had been trivial tasks in pervious versinos of Poser. It is a bummer that I can't run some of the older versions of Poser on a newer computer and operating system. I'm curious how far Poser 3 could have been pushed with better hardware.