Alter8 ya, I know it's alot of ram, three 512 meg sticks, but I use every bit of it with 3DS Max. One thing I do know is that if you reduce the graphics apoture (I should know how to spell that after all I am a photographer...)but anyway, it does stableise the program a bit, but only a bit. The problems are all win 2K based and mostly because win 2K doesn't like AGP cards. Leave it to microsoft to put the word Profecional at the end of an operating system that doesn't accept anything that has become industry standard right... Their tech support even went to the point of telling me that I should buy a slower "Pentium" based system and swich to a non "Open GL" video card like a riva TNT. I was pritty T'd off, and that was 4 Months ago. (Most of the issues are still a problem) -Gabe-