Hi Dave, Brent is right about hard drive condition. Clear away all your Win/temp files, do a scandisk and a defrag and try again. If you can, deactivate (unable) all your terminal residence program if possible when doing your rendering. I have Norton Antivirus running while doing my render in Ultra mode and so far things are okay. You may want want to try grouping objects before rendering. I can't say much about RAM size as I started with 256 Meg (now I have 384). Bill