Im having the same strange memory usage problems on both my PCs. One is an older laptop the other a newer AMD dual core. Ill use the laptop as the example. Its an HP ZE1115 with a Duron 1.2ghz/768mb/40gig. Ok so when i first start the system i have around 500megs of ram free and it stays around that while im using the computer. But if i leave the computer running for a few hours and dont use it, memory usage goes way up and I only have around 300megs free or so. When I go into task manager to see what program is using all the memory it seems to be spread out among all the programs that are running, each one seems to be using much more memory then it did when the system is first started. At first I thought maybe its some sort of memory leak, but both computers doing the same thing? Thats a little weird. Does windows do this on purpose or something??