dont see the point of using memlimiter - it would just make more use of the pagefile wich means more hard-disk usage/thrashing and is less quick then using ram.

i used the memlimiter that had been suggested and it work!
it went to a mere 1,000k

thanks guys

I think these programs work by paging out blocks of memory that are not actively used.
http://www.vasileios.gr/freesoft/inst_mem_clean.htm
Of course as a result, you will see your free RAM going up, but it may do nothing for overall system performance since what's paged out will have to be retrieved later.
This would also explain my utBox readings because it has bbMemCleaner.

I second this suggestion. My bblean was getting up to 15,000K at some points with just the standard plugins that come with it. I added bbMemLimiter and it stays at 500K - 1200K. How or why it works is beyond me...

Process Explorer - supported by M$ itself - is a more granular tool than Task Manager. It might give a more conistent analysis than Niniel seems to be receiving when running the utbox suite.

See also this thread.

Try bbmemlimiter here.

I would say that is fairly normal.
When I ran bbWin_Mod RC2 the other day, it used around 13.5 MB. On another computer with bbClean or bbLeanMod the memory footprint was around 15.5 MB. Right now I'm running utBox, which is essentially bbClean with some nifty bbInterface magic bolted on, and taskmanager claims it's using only 3.2 - 3.8 MB or memory. But I know that's not right because it every second or so it changes to 300k, then back, etc.
I don't think you can do much to lower the memory consumption apart from not running any plugins. If you don't use any keyboard shortcuts you may even get rid of bbKeys, and if you don't need your windows to be skinned, you could also run bb without bbLeanSkin. Not sure how much memory that would free up though.

The mem usage of bblean on mine is around 12,000k is this normal?
and are there ways to decrease it?