Weird Memory problem with GTS and Win9x

[Bumrush]

Guys, when I initially installed 6.18 I noticed in the GTS properties that my memory resources seemed really low (sometimes as low as 5mb's). I don't remember how I solved the problem or if the problem solved itself, but after installing WinME, my physical memory has been as low as 2mb's!!! I have defraged my HD and optimized my swap file, tried 5.32, and memory utilization is still very high. I don't think this is WinME problem since I initially had this problem after first installing 6.18 in Win98.
I have also verified the high memory utilization with Soft Sandra, and have no idea why I am have this problem again. Not sure if it's related the GTS, but strongly think it is.
BTW- Only have Explorer and Systray running at bootup


System Specs-
WinME (final version)
Celeron 566@953
CL GTS OEM
128 MB RAM
SB AWE 64

 

[Bumrush]

Anyone??
My system's physical memory is clearly being leaked...
Has anyone had a similiar problem?

 

[Warrenton]

353,644KB free of 523,768KB total. Thats after a fresh boot, with this window open, a 1700X1500 bitmap as the wallpaper, RC5, ICQ, Getright, and MBM5 running. The ultraplayer startup stuff is enabled.
That is using 170,124KB of physical ram. Swap file is set to 256MB, and is also configured to not be used unless needed.