OK, you'll laugh even harder when you see what I have: 40 megs of RAM on a Cyrix processor!!!!! I've only had the out of memory warning when it tries to find a texture map that isn't there. Otherwise, I have no real problems. When I put more than two characters in a scene, it slows way down, but it doesn't crash on me. I guess I'm lucky. I'd like to have something bigger, but right now it's not in my budget. Melanie