One thing to remember about 3ds is that it's a very old format, so old it still has the old DOS 8 character file name limit, and 3ds files have to be completely made up of tri's, the format doesn't support quads or n-gons, also, and don't quote me on this, but I also seem to remember there being a polygon limit with 3ds files. There are ways around the file name limit, but none that I've found for the fact that the mesh has to be completely triangulated before exporting, LW for exanple won't export to 3ds unless it is all tri's in the first place, and I think some problems I originally had with using Deep Exploration to do the conversion were due to the fact that the model was being triangulated by DE as part of the conversion process, and was occasionally screwing the mesh up along the way. I know this doesn't help you with your problem, but it might help towards explaining some of the reasons your having trouble with the 3ds export/import Cheers Billy