Thanks for replys. Its gonna be real nice when 3d goes all 64 bit, and fast too.I just wanted to add, is the reason that its not mainstream yet an OS issue, or developer, or do they totally have to rewrite the software?. IMO ,if it is a rewrite then we wont see apps doing 64bit for a few years as the user base for XP 32 is wide in use for these and $$ doesn't go cheap for those companys to rewrite. I think a port of software from 32 to 64 doesnt work or something or they would be putting it out quicker. MS is being cryptic with there Vista. With all the $$ Ive put into my upgrades I could have bought Softimage XSI. I forgot to even check their site for 64 bit stuff. Aahh, to much I want not enough money :>(. Im done upgrading for now, guess Ill have to wait and just work on improving my Bryce skills :).