My .02 on this thread: The literature has been saying for years that Win9x (95/98/ME) kernel handles memory badly, and that over 128 with 95/98 can actually increase problems. I had ME on this machine with 512mb, and had lockups regularly. Knowing my 2000 dual machine running as a "server" wasn't having problems, I still put off upgrading, hoping XP would be out before I got fed up, but a week ago lost my temper and upgraded to 2000. The lockups are no more. XP "consumer" will have the NT/2000 kernel and should handle memory better than this, even. I'm gonna upgrade as soon as I can, because this 180 day trial of 2000 will be over eventually :P I think Poser compounds the 9.x kernel memory problems by not releasing memory effectively, especially after it closes. I had regular hard lockups on exit of Poser with ME. Those are gone too. This system is a AsusBE6-2/PIII-750/512mbPC-133 Name brand RAM with a Voodoo3000/16mb card, all latest drivers. BTW, I helped things even more by installing a small (2gb) 10,000RPM SCSI drive this weekend (already had the card installed for my CD burner and another drive) and running my swap file on that. Nice to have "scrap" stuff to bring home from the discard bin at work, huh? You could do the same by picking up a cheap small drive (try stores like Computer Rennaissance) and using it on a spare IDE port, if you have space. GrayMare