High Memory Usage 3GB+ NEED HELP!

If it is Win Vista or 7 its prob about right.

i have win 7 pro (32bit /cry) on my work PC
few IE sessions open, skype, Outlook a RDC Session

below is my resource monitor
http://imageshack.us/photo/my-imag [...] rcesf.jpg/

What's the total of the working set sizes for all your processes? You can find out by doing this:

Click "Start", type "Powershell" into the search box, right-click the "Windows Powershell" icon and select "Run as Administrator"

Type the following command into the PowerShell window and hit <Enter>:

get-process | measure-object ws -sum

Windows PowerShell
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PS C:\Users\Mysduck> get-process | measure-object ws -sum


Count : 75
Average :
Sum : 1651400704
Maximum :
Minimum :
Property : WS

This is what I get, also I did a reboot before doing this.
As of right now, I have 2.22GB of memory used.

What game are you playing that is suffocating the PC?

Win vista and 7 will try to use all the ram avaliable to them even at idle, this is to make windows as quick as possiable. if a process or application that requires ram is started then windows reallocates this ram for the process to use what it needs.

In that respect it functions much like an SQL server, it loads as much of the database as possiable into ram to perform at its best all the time.

Having RAM "FREE" is something from 98/XP when it would only use 500mb-1gb RAM. Comparing a Win XP with 2gb vs 4gb there wasnt much difference. yes games would obviously be better with 4gb but a fresh windows didnt make a big diff.

once an installation of windows go on a bit and a ton of programs got installed then the memory usage would go up.

There are 2 games that I'm playing right now that takes a little over 1gb, Team Fortress 2 and Battlefield Bad Company 2. When I load up the game and join a server/match, it uses roughly 1gb. And every now and then the computer will choke/freeze for a few seconds, causing the audio to glitch repeat, then go back to normal. If I alt+tab out of it to go back to the desktop, it loads very, very sluggishly taking quite a while just to get there. Mouse has heavy stuttering movement during this.

OK, so what this is telling me is that the sum total of all your processes are using up about 1.65GB of RAM. Between that and the 2.22GB (reported by Task Manager, I assume) you're talking about a little less than 600MB. That's pretty close to the same as the similar measurements I took on my system, and I attribute most of that space to the Windows kernel, drivers, etc.

So your memory usage doesn't look unusual to me. If you want to reduce space, you can have a look at the specific processes that are using up that 1.65GB to see if there are any you can eliminate. For example you can use this PowerShell command:

get-process | sort ws

...to get a list of processes sorted by their working sets. The ones with the largest working sets (the "WS" column) will be the ones you'd want to investigate first.