Yeah, go to 64 bit os.

Or, one way to help, you can resize your textures smaller and save on memory. You really don't need anythiing bigger than 1024 unless your doeing extreme closeups. Distance shots can even be resized to 512.

Anything like PS, PSP, Gimp, you should be able to batch it all and save a lot of time. Though it only takes a few seconds to do each one anyways.