Ok, this is what I came up with last night. as far as 3ds lattices and terrains go. The first one is a lattice never exported, the other 3 are the same one after being exported as 3ds and reimported. The second one, was made using the other option in the grid triangulation box, at full amount of available poly's. (slider all the way to the right) The third and fourth are duplicates of each other, made using the grid triangulation option, and max alowed poly's..(slider all the way to the right..) The third one was not smoothed in the Edit menu of the eds, and the fourth one was... I really dont' see mych difference at that poly count, between 3 and 4....other than it took my pc about an hour to smooth the 4th one... *grumbles* Jen