Hmmmm... this is gonna sound like a silly question, but DO you have enough memory? I run 1 gig, but that's overkill. 512 is more than enough for most folks. How many polygons on the model you were trying to import? More polys=more memory needed. Was your scene already very complex? What do you have running in the background? Here's what I'd try: First off, reboot your system. Shut down any nonessential programs, then try importing your model again. If you have the same problem, maybe try exporting it out of D|S in a different format (3DS works well for me, though it usually means having to apply the textures manually) Hope this helps. :)