I run win 2k also with 786 megs of ram and have 0 I mean 0 import problems even with objects over 100 mb in size. I have run bryce for over a year with no crashes, even when I had less memory. Do you have enough room on your swap disk? you are definently doing something wrong either you are importing bad objects or something else. I have talked to several people running win2k with they all say the same thing no problems what so ever with imports period no matter what the size. Griggs