I have run Poser on WinNT 4.0 with SP6a & hadn't had any problems other than rendering is a bit slow. There are also issue with vid drives & the fact that you are stuck with DirectX 3. Win2K Pro has since been the best. I didn't try it on Win2K Server as I still run NT 4.0 server on my server. Tried 2K Server bu had problems with Win9X machines loosing network connection after about 6-8 hours. But, this was before SP1 came out so I don't know if that has been corrected. If u are using NT 4.0, make sure u use SP6a if u are connecting to a Win2K Server with NTFS drives. 2K uses NTFS 5 & u need SP6a to access them correctly. Also, needed if u use DFS (distibuted File System) on the server. Also, if u are looking for more ram, try www.tigerdirect.com. They have abundle of 2 256 meg 8ns SDRAM DIMMS for $99. Eowyn: your problem might have been that your paging file settings were too low. If u have the space, try increasing it to min-800 max-1500 (800 megs & 1.5 gig0 or something close to that. That might correct your problem.