I am running WInXP Pro SP1 - will be SP 2 after tonight. GEForce FX5200 128k(latest drivers from Nvidia - going back did not help)...2 gigs of Ram, P4 2.6GHZ processor. 250 gig HD with 100+ free. I get OOMS, when saving, scatter-replicate then drop to floor, causes OOMS, moving around procedural terrains. IMHO, this latest release caused me more problems. The one prior I was able to complete a scene with 7+mil polys....with the newest update I can't get near 3mil polys before OOM. Both scenes are somewhat similiar in nature. I haven't had a crash when importing PZ3's though. I also have noticed when I load my latest scene...in the preview window, all the procedural terrains are missing, until, I click on them with the layer. My Vue preference are all off, except wireframe...no openGl(even though my card is compatible), no background draw. Sys tray only has clock/volume knob/disc detector open. AFter obeserving the mem ususage Vue is NOT using all the avail mem at it's disposal.