Rutra, Flak, thanks for the input.  I'm using XP with two megs onboard.    The question was why if the scenes are nowhere near the limit in V6 (these were simple) then why the difference in V7.  If I check my memory usage the difference in V6 and V7 (just for the programs) doesn't seem to relate to memory usage with a V6 scene loaded up in V7.   It was just one of those "Hmm this seems to be a little off.  Not a big deal   I can out the same scene together in V7 and not be over the 50% mark.  Just wondered why.

Rutra 8 megs huh!!!!  I'm waiting for windows 7 to see if Microsoft gets it right, then maybe a bigger, better, faster  etc, etc.