ACk! I have a number of tri's. Try as I might there were some areas that I just could not figure a way to make into quads without adding lots of unessessary faces or very narrow faces that would be hard to avoid creases in. I was not sure I followed your instructions about smoothing? Did you say take the model back to poly mode and do a level one smooth on it? Aside from manual converting all the tri's to quads is that the only methed available? I noticed something labeled "quadrangulate" in the poly menu but I could not figure how to do anything useful with it. Thanks for the info Pony. I'll give it a try. I was trying to avoid smoothing as the model is already up to 625 faces (half the head) and I did not want to add the geometry that a smooth is going to add because it will start to become hard to work on a model that has lots of dense geometry.