>>>Do you have Desktop Cleanup turned off?
>>
>>It's off. I've now unchecked Lock Desktop Items as well. Will see after next reboot.
>
>Nope, consumes 120M tops, presently still holding 80m.

OK, found it.

Few months ago, I was clicking around the start menu settings (in classic menu). Don't remember what I did, but it acquired a link to program files directory.

I found out that I now have two "programs" entries in the menu - my regular entry in the "C:\Documents and Settings\{user here}\Start Menu\Programs" and this link to program files. I didn't find out how to remove it, at least not from the classic menu. I switched between XP style and classic several times, trying this or that setting, and finally managed to remove "All programs" from the XP menu.

Rebooted... and still no change. It kept consuming up to 120M, staying at 70 after a while, scanning very possible file deep in the directory structure of anything I had in Program Files. After another run with Filemon, I concluded that it scans the whole "f:\program files" (which was my Program Files directory), though not the old "c:\program files" where I still have a few things. Leads to a conclusion that it reads this setting, and not the registry. OK... I created a dummy directory ("Q:\dummy pf") and used TweakUi to set ProgramFiles to it. Though getenv("Programfiles") still returns "c:\program files", after a reboot and a few minutes, explorer.exe now consumes only 17M :))).

Even 17M is too much - what could that be used for? Keeping bitmaps of underlying windows? I don't think so, it stays the same no matter how many windows are visible. Also, when I minimize VFP, its memory consumption drops from 12M to below 2M. Amazingly, my desktop runs at 1440x900 at 32 bit graphics, which would give it about five megs per screenshot. So if explorer is indeed in charge of onscreen bitmaps (its footprint did rise to 20M after I had 4-5 apps started), then OK, this is probably the best I can get.

It can't be that it needs that much to maintain the desktop and other links and icon cache - I got a total of four icons on the desktop, 15 on quicklaunch, 4 in another toolbar, and about 6 in the tray (including the clock but not the mostly invisible language bar).

I know that 100M that I gained mean pretty much nothing nowadays, but I was idle, and PO'd. Feel somewhat better now, thank you all :).