I, too, ran into memory limitations when I started using Vickie (300Mz G3 blue & white). I upped the memory to 576MB (256 + 256 +64) and allocated 450 MB of it to Poser. This helped out tremendously and, now that prices are again dropping, I'm planning on filling the last slot with another 256MB chip. I also found out that when I upgreaded from OS 8.5 to OS9.04 that memory requirements for each program increased, thereby negating some of that extra memory I'd added! I can still cause Poser to choke by using very large texture files on Vickie, but for the most part, adding the memory solved most of my problems (it also makes Photo Shop do most of it's filter operations in RAM, rather than going to it's scratch disk). Jim Moore