Jeff, At stardivision.com they have a patch for the S3V server. (This _is_ the problem) Go to support, download. (at least it used to be there). Switch to SVGA server on your machine, install SO5, install the patch, switch back to S3V. You should be OK. dyer >Peter, >I have a Stealth 3D 2000 and I'm using the S3V server too. The question, then, is what to do? >Regards, >Jeff Miller