Thanks for taking the time bluetone. I renamed and moved the ini, but am seeing the same thing. The file loads to about 44% almost immediately, but then slows to a crawl. Then, after about 6 minutes the "open" dialog box appears so I can direct it to the texture files for the poser figure. As soon as this dialog pops up, Carrara posts the "critically low memory" warning. I've tried clicking ok on the open dialog but it just pops up again along with the memory warning. I emailed Eovia regarding the problem last week, but haven't heard back from them yet. At any rate, from what you've told me, my hardware should run this ok. Thanks again.