bad reference line in pz3 file will also cause spurious p4 memory warning. check yer version of P4, as it's likely gonna say 4.03.xxxx already. mine was 4.02.118 (mac OS 9). the spurious memory issue never bothered me. I got the update from larry's ghosteffects.com site, which is now called http://www.larryweinberg.com/gallery2/main.php