Regardless of whether or not it'll recognize over 256 megs (I've heard the magic number to be 192 megs...believe what you will), 9x still is terrible at handling the RAM. Very few of the programs give back RAM when they're done with it and the OS isn't designed to do that. NT/2K run stuff (or can) in a separate memory block, and when you close something, it returns the RAM. The proof in this is pretty simple: run a 9x machine for a day doing your normal stuff (including rendering or whatever) and see how it's running at the end of the day, and then do the same with an NT/2K machine. Unless something REALLY weird happens, you'll find the NT/2K machine to be running just as fast as it was at the beginning of the day and that all of the RAM isn't used up as well as the page file. The short version of my reply then: use 2K (or NT) and get a CPU upgrade. You'll notice a faster render more with a faster CPU than you will with RAM, unless you have a ton of stuff in your scenes and need the memory. (For instance, rendering Vickie 2 with the DAZ hi-res textures and the updo hair sucks down about 500 megs of RAM when I render, and some of that is lighting of course. However, a render of the P4 woman and other stuff, clothing, etc., doesn't even come close to that number, not by a long shot.)