The only thing that I've had work is to turn off letting WINDOWS ME automatically set the virtual memory settings. I have a PIII 800 with 448 megs RAM and have the same problem. I went into system properties, clicked the performance tab, advanced settings, and turned off "Let Windows manage my virtual memory settings". I have about six gigs free on my C: drive (which is where POSER is located) I set the minumum to 2000 which is 2 gigs and I set the maximum to 4000 which is 4 gigs. I'm trying to free up more disk space to make it it even bigger.