Based on experience with my system and recent posts here, the OUT OF MEMORY message on a PC is Poser's default "I can't do this". It happens to me when a necessary (vs desired) .obj file is missing. For example, if I'm opening an imported female character and NewFemNudeHiP.obj is missing, the char won't load and I get the "Out of Memory" message, but if "dress.obj" is missing, it loads but she's nekkid...not always a bad thing :) Sorry for the sexism. I have no idea why the programmer's didn't code the software with a more meaningful set of error messages. Whenever I have that happen now, I open the cr2/pp2/whatever file in CR2edit or notepad and search for ".obj" and check the path to see if I have that .obj file installed. If not, I either find the file somewhere or give up loading that particular figure/prop until I find the correct .obj file and put it in the correct folder. Can't help with 3Ds...sorry. Hope this explains the first q. though. GrayMare