good news... models import and export between 3ds and milkshape pretty easily... theres still some goofyness w/ textures (i.e. if i have 2 polygons and a different texture on each, one doesnt seem to carry over). these problems may be fixed w/ more experimentation - i dont have much experience with 3ds and it seems like a pain in the ass after coming from c4d (which is ultra user/noob friendly) but once i get the hang of it or get the hang of importing/exporting between 3ds and c4d, it'll be rock and roll