How to optimise memory use?

[Chris Owen <Chris.Owen@iname.com>]

 Hello again,

I am trying to get a useable debian 3.0 installation going on an old 
Pentium laptop with 16MB RAM.  I have re-compiled my kernel to include 
only what I think are the essentials, and cut out most unnecessary 
background processes.  But even without running any useful programs, and 
without running X or anything, I find that free gives my physical memory 
usage at nearly 11MB:

# free

            total       used       free     shared    buffers     cached
Mem:         14876      10888       3988       7824        504       6448
-/+ buffers/cache:       3936      10940
Swap:        65516        584      64932


The processes that were running when I did this were:

# ps

 PID TTY          TIME CMD
   1 ?        00:00:05 init
   2 ?        00:00:00 kflushd
   3 ?        00:00:00 kupdate
   4 ?        00:00:00 kswapd
   5 ?        00:00:00 keventd
  91 ?        00:00:00 portmap
 148 ?        00:00:00 syslogd
 151 ?        00:00:01 klogd
 156 ?        00:00:00 rpc.statd
 162 ?        00:00:00 apmd
 189 ?        00:00:00 inetd
 209 ?        00:00:00 lpd
 232 ?        00:00:00 cardmgr
 295 ?        00:00:00 dhclient-2.2.x
 319 tty1     00:00:00 bash
 320 tty2     00:00:00 getty
 321 tty3     00:00:00 getty
 322 tty4     00:00:00 getty
 323 tty5     00:00:00 getty
 324 tty6     00:00:00 getty
 407 tty1     00:00:00 ps


Of course, if I start to run X, even with the lightest window manager, 
things are horribly slow and thrashing in and out of swap before I even 
try to run any useful application.

Is this the best I can expect from linux?  What the heck is using all my 
memory?  Needless to say Win95 runs fine on this machine, at least until 
I start a heavy-duty application...  Any ideas on how to reduce this 
basic memory consumption?

Thanks

Chris