Zidentia: I didn't even load a WAD with the level. The only texture in use is "Default"

JCL: I am running windows 98, and have the "Let windows manage my Virtual memory" option checked. I have 4 10 Gig partitions on my haed disk and 3 or more gig free on each partition.

The partition tha 3DGS is installed has over 8 gig left.

Any other ideas where I should look?

- WildCat