How to reduce memory usage?

OK - I've read through a ton of posts that discuss the "Out of memory" problem in Encore, but what can I do to reduce memory usage?
I'm trying to produce a very simple Blu-Ray (h.264) project in Encore CS3 on Windows Vista. There are 8 or 9 timelines, a main menu, and 6 sub-menus. Each sub-menu has six static buttons. There are no transitons or motion menus. When I load the project, Task Manager says Encore is using about 1.3 GB RAM. I constantly get "out of memory" errors.
I've loaded the same project on Vista 32-bit w/ 4GB RAM and Vista 64-bit w/ 8 GB RAM. Same behavior on both.
Two questions:
1. Why does Encore need 1.3 GB RAM for such a simple project?
2. How do I reduce the memory usage?
TIA for help on the PITA,
rgames

Please check with below link, if this can help.
http://forums.creativecow.net/thread/145/863785#863796

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