yes my mistake... 32bit application can access to max 4gig and heres more i found on google: "4GB is the maximum amount of memory 32bit (unsigned) pointers can address, the space addressable within one segment is often limited to 2GB, the maximum of a signed 32bit pointer" whatever that means (im not a programmer..i dont understand that) and heres what i find in maya help.. "Memory exceptions maybe encountered even though Maya reports that free memory is available On some 32-bit machines (including Irix, Windows, and Linux) virtual memory is restricted to 1.6 Gbs (or thereabouts). It doesn't matter if you have hundreds of giga-bytes of physical memory or swap, no process can grow larger than this size. Maya may encounter a memory exception and report that there is still lots of memory available." anyone here experienced any benefit in maya after using memory above 2gig?