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I'm running a 32 bit Windows 7 Guest on a 64 bit install of VirtualBox 4.2.10 r84104. The Host OS is Ubuntu 12.10 64 bit. The host os has 8GB of memory and the guest is told to utilize 2GB max.

While the guest reports proper memory usage, the VirtualBox process will consume 90-95% of my host physical memory and bring the entire system to its knees.

Does anyone know what is causing the issue?

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Where did you get your memory consumption number from? – scai Apr 18 '13 at 8:27
What is the output of free -m? – Rain Apr 22 '13 at 19:17

When you launch a VM in VB you're launching 2 processes, the VirtualBox Manager, and the Virtual Machine guest OS. The Guest OS is limited to the 2GB, but the Manager isn't. Once you've launched the guest OS, you can close the manager.

(I'm running the same environment and it works ok on my machine...When I'm done with the guest, I use "save machine state")

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