Without reading anything above... you're not running poser6 on a disk without a page file are you? meaning: Normally your windows page file and your programs are on C: if you have the program installed on D: and your page file is on C: then Poser, (at least P4 & P5) used to complain about memory errors, when in fact it was a page file issue. create a small page file on D: of about 10-50Mb and your problem shoudl dissapear. He says hopefully :) later jb