Cool, Thanks for the fast replies.  The scene I'm making is huge, to allow for panoramic views.  In the attached pic, the figure in the middle of the beach is V3.  The water is a grid of about 3800 polys.  In fact, the sand, walls, sidewalks, street, and water come in at just under 10k polys.  I'll definently be using a bump/disp map to add ripples in the water, and the sand as well.  I still need to add in some palm trees, and other beach-side props, as well as a skydome.  Hopefully the skydome will help the water look awesome.  Thanks, -The Starkdog