I'm running Windows 7 in a VirtualBox Virtual Machine, and would like to make it run in a more streamlined fashion. I'll be using the install primarily for testing web apps, and have no need for it to run quickly. I would like it to run with minimal memory requirements, and with minimal changes to its virtual hard drive's contents. Changes to the hard drive contents, for example the paging file, result in larger snapshot sizes.

Another recent post of mine seems to be related to this issue, but does not directly address issues with Windows.

One concern that I have is that Windows seems to be using 17% of its paging file even with over 900MB of memory marked "Standby" or "Free". My uneducated guess is that this is being used to store indexes or some other data that helps to speed up the system but is not really necessary.

I'm also wondering if it's normal for Windows to use over 500 MB of "In Use" memory with no apps running. Will this amount decrease if I reduce the amount of "installed" memory in the VM? What steps can I take to reduce the system's memory footprint without incurring an increase in paging file usage?


While this does not directly answer the question, I post this here just as a reminder of an alternative solution. For most virtual machine uses, you probably don't need every single component that Windows 7 comes with (e.g. Tablet PC, Windows Media Center). If you have access to your installation media or the image file, you can use the WAIK using the DISM tool tool if you're an advanced user, or consider a simpler tool like RT Se7en Lite, to slim the operating system down (if you're interested, you could also slipstream Windows Updates/Service Packs, unattended applications, etc).

This should result in a much smaller image, and a much "lighter" operating system (which definitely lessens the RAM it uses) depending on the components you remove.

Again though, this obviously does not apply for an installed & running version of Windows. There are definitely more optimizations that you can do afterwards, which is why I called this just an alternative solution. There are a wide variety of guides on the internet for post-installation optimizations.

  • I originally created this VM from my laptop's restore image. Unfortunately they didn't provide me with an install disk, so I would seem to have to make do with the installed version. – intuited Mar 12 '11 at 16:12
  • Well, if you do have a laptop, there is a serial number on the bottom. As far as I know, it is completely legal to obtain the Windows 7 ISO from anywhere you like (MSDN, the usual sources, etc...), and install it using that serial number (after all, that's what you pay the $180 for, not the disc). – Breakthrough Jul 2 '11 at 19:45

Windows Thin PC (winTPC)

This is a lightweight version of Windows 7:

Windows Thin PC enables customers to repurpose existing PCs as thin clients by providing a smaller footprint, locked down version of Windows 7

This might be a good idea to install on a VM.


Paging file is used for memory that is committed but not accessed. For example, an application allocates 1 GB of memory but touches only 100 MB. Rather than carve out and evict a full GB of memory, it will only give 100 MB of physical memory. But Windows has promised that application that it has 1 GB of memory; this guarantee is backed by the paging file.

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    This seems to imply that, unless Windows runs out of physical memory, there won't be any changes in the paging file, despite indications that it is in use. Is this true? – intuited Mar 11 '11 at 20:17
  • It's in "use" but not in any real sense. This is why the Task Manager's Commit Charge nee Page File section was always confusing and misleading. You'd want to check out perfmon counters for actual page file usage in the sense that anyone cares about. Note that I'm speaking in general terms: certainly the page file may be used if Windows decides e.g. that memory would be more effectively used for disk cache than something an app hasn't touched in ages. This is why copying large files often sucked in the past (XP and earlier). – Mark Sowul Mar 11 '11 at 20:44

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