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CS6 Memory use

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When ever I use PS CS6 for editing more than a couple of images, PS won't load another image completely, so I have to shut it down.  Sometimes it stops working on it's own.  When this happens, a warning is logged in Win7:

The Desktop Window Manager is experiencing heavy resource contention. Seems to always be video memory related.  Not sure what's going on or what I can do about it.

I'm using Win7 - 32 bit; 3G of RAM.  Video card is integrated with AMD chip.  It's a real hassle to keep rebooting in order to edit images.  I used to have Elements 10 on another machine and never experienced any memory issues.  I looked at the Task Manager last night and after starting PS, memory use for the app was 450M; after doing two minor (one layer each file) image edits, memory use jumped to 830M, after saving both images.  Seems pretty heavy, but I don't know for sure.


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