love2pose... i use win2kpro with p5 and it works great. since sr1 up to sr3, i really havent had any problems. alos 1gb of ram is definately a consideration. i use 333 2700 on a p4 2.4. i have my paging-file (control panel>advanced) set to: c: 2000-3000 d: 2000-3000 g: 4000-4095 for a total of 8095. windows wont let me go higher than 4095... and thats on a 200gig drive. good luck!