Aye, by this time msconfig should be second-nature for Win 98 users. Without it, we'd all be screwed! I'm thinking just a bit more RAM or DDR Ram, anyways, might help you out. My cabin scene hits about 127MB, most of it from imported grasses and hi-res textures. On my AMD 1.2/ 256MB DDR machine it never says "Out of Memory", but I have to change the name of the project every time I save it, or it will crash. So we jammed another DDR stick in there, changed the Virtual Memory settings to 640/640, and the scene worked just fine! Give it a whirl!