This is all helpful.  It may be the Realskinshaders that I added to the figures in the scene.  Lots of nodes etc.  That would require more memory?  I suspect so.

Anyway, based upon the last comment - the fact that an empty scene boots up and is allocated 300 MG - doesn't seem unreasonable - although I swear I remember it being lower.  I did change the UNDO levels.

The scene that before would boot up at around 700 mg is now at 3.5 GIG due to 7 figures each with mulitple shader nodes now whereas before for example the faceroom skin only had one or two - now it has a dozen or so.  Funny thing is that the render is not all that slower but the memory allocated is pretty high now.

Windows 10 - Poser Pro 2012 - 64Bit - 24GB RAM - 4 x 3.40 GHZ processor