Thanks for the suggestions. I have played with triple buffering and vsync with no luck (I actually need vsync bc I have an lcd monitor I I get pretty bad screen tearing w/out it). However not sure I've tried messing with the timer option. I will def play with this. I also have not had a chance to test my onboard card yet so I have a few things to play with. With the same hardware on winxp 32bit I had 0 problems, which is why this is so frustrating! Thanks again.