Out of Memory with 16Gb..

I just stumbled across this problem as I was cleaning up a snare track. Just going through and dropping the space between the snare hits with a 10dB cut (thinking about audiosnapping an extra midi track for grins) and about a minute into the track, things get sluggish and then next time  - sorry - out of memory! SO, I turn off all the goodies on every track (all 32 of them) save the project. Reboot, fire it all up again using ctrl and the shortcut and...same deal. And of course, anything else I try will not work unless I shut down and restart.
The computer is optimized for the program, clean install X3d with the VS700 C/R. I am not sure what the problem is and I am about 50/50 on whether it is the computer or the program. I am going to do a virus check just in case. The whole system has been operating nicely with just a few moments of grief which we all probably run into, but this is a real head scratcher.
 
Any thoughts, suggestions, medications?
Thanks!

One more thing, how large is the cwp file?

.cwp file is 2.81 mb
I did notice that a week ago that file was 1.53mb...hmmm 

The project is all audio now and no, I have never mentioned it before as it has always behaved in the past - did a memory check and that is good - no errors. I will check the differences in the files for a sign of bloat. Where do all the edits go when you turn the program off? Is there a black hole they all get dumped to and fester? 
 
I do want to say that I am very happy with the setup I have on the whole. I do not have the raging disappointment that some have about the integration between software and hardware.

Thanks scook! I will give it a go. Back with an update later tomorrow.

The "Out of memory" problem can also be caused by 32 bit plugins using large sample libraries.
The 32 bit plugs, being bridged, are limited in memory usage.  Not saying this a problem for you,
just that it can cause the condition.

Cheers!

Today...
I bounced all the files to new audio tracks. Got rid of the old ones. Checked the .cwp file size and it went from 2.81mb to 506 Kb. Huge decrease in file size. I kept all the other versions of the file so I could go back and find the reason as I would not like to get in this situation again.
To answer other question here, no mp3's were injured in the making of this project, no 32 bit plugins, and I did not have a chance to check the resource monitor yet. Funny note, as I was going to do just that, I was going to close the program and as it was saving - the screen went white and did the no responding hand to the face. It's been 15 minutes now and still not responding. No worries though, as I had already saved the file.
Resouce monitor shows the following:
SONARPDR.exe is using 675,312 kb of memory at present
10gb free out of 16gb
All four cores are spiking up down up down up down - sharks teeth!
I picked a great day to go swimming...

I assume you ran Windows Task Manager to check on memory usage.  I agree that anti-virus software can be horrible.  I use Microsoft Security Essentials because I found some other programs (like Norton) to be as bad as the malware itself on performance.
 
I really hope you are running MS Security Essentials or Webroot to clean out spyware.  To me, your symptoms sound like spyware grabbing system resources.
 
In my case (12GBs RAM), large sample libraries have more of a problem with disk performance than with memory, so I hope your system is clean of spyware.  I could be wrong, but it would sure be worth checking.
 
Take care, and I hope all turns out well.

I saw a different older thread that talked about some memory setting in each instance of something I think was called Softune EVO, and that in that particular case this guy had jacked up some memory setting to something quite high, then had a BUNCH if instances loaded, and that ran him out of memory.
 
What sort of plugins are loaded up in this project?  Can you list them please?
 
Bob Bone