It depends what you mean as a 'limit'. Win9x will permit programs to see and use RAM above these limits you are talking about. A limit may be that more RAM slows Windows in some way (probably only a significance to games players), but this will be more than compensated for by a large file not causing the system to write to disk. I don't care what is written anywhere, I know that my Win98 system has more headroom when running graphics apps and large files when there is 512MB rather than 256MB in the slots. (LOL Paul, don't you think the reason your system runs markedly faster with Win2K on two processors, is that it's running with Win2K on two processors...) As for Win9x failing to release system resources once an application is closed (its biggest problem), you can get freeware utilities which address most of the issues. BTW, WinME is just Win9x with yet a few more baubbles attached. Most of those baubbles will be available for free to Win98 users as downloads from Microsoft, so I don't think anyone should get too excited by it. Save your money and buy Windows2000 after a couple of Service Packs have been released and more drivers are available for more hardware. As for delara1's question, upgrades that will benefit Poser should be: 1: More RAM (don't worry about 'limits') 2: More processor speed. I haven't bothered with a 3, since Poser makes no use of video card hardware acceleration in its work window or for rendering. So long as you have a card which is sufficiently good at normal 'Windows' 2D acceleration (which you have), you won't see any significant benefit by adding a whizz-bang video card. Unless you play games as well, of course, but that's another story.