I'm actually getting the "You are low on memory!" message with the current piece I'm working on. I'm only used to seeing that with corrupted RSRs for the obj files, so it's a new one on me. I'm working with a heck of a lot less memory than you are and can usually easily do a Mike/Vicky combo without problems. Let me guess ... you're on Win 2K? I think there's an allocation problem that someone else can walk you through fixing. I have the same problem you're having every now and then, especially if I've done a few test renders, or have my firewall on.