1) *Not needed for Skyrim* - Disable Aero and Desktop Composition for Skyrim - Simple enough fix, some people enjoy Aero for normal usage so disabling it this way will turn off Aero when you start Skyrim and re-enable it when you quit. This can free up anywhere from 50-100MB of VRAM for Skyrim.
- Just find your Skyrim root folder, most likely %:\\Steam\steamapps\common\Skyrim
- right click on TESV.exe > Properties
- go to Compatibility tab and click "Disable visual themese" and "Disable desktop composition"
2) Close any and all web browsers, photo viewers, photoshop, paint, and even Origin/Steam (they don't use as much VRAM if left open in system tray). Each of these programs can use 100MB or more per instance. If you have 4-5 web browser windows open or multiple tabs in a single browser window, you can easily use 400-500MB for just IE. Close them completely to immediately free up significant amounts of VRAM for Skyrim.
3) Reduce MSAA and TSAA levels and rely on FXAA instead to reduce aliasing. AA is lovely as most of us know, but the MSAA modes also uses a ton of VRAM in Skyrim. Every increment of MSAA/TSAA over 2xAA uses roughly 200MB more VRAM at 1080p, which can easily push your videocard over its VRAM budget with HD textures enabled. Personally, I would enable FXAA and try to get away with 2xMSAA+2xTSAA. If you still find you're pushing your VRAM limits, try disabling TSAA. If that's still not enough, disable MSAA. On my GTX 480s with 1.5GB I generally settle for 2xMSAA+2xTSAA+FXAA and often come up on 1.5GB.
4) Reduce draw distance settings and/or ugrids settings. I personally don't budge on this but it is an option for less powerful video cards.
5) There's a few other tweaks, like cleaning up your desktop of icons or using a plain background for your desktop, but these generally have much smaller impact on VRAM.
6) Reduce resolution. This is a last resort imo, and defeats much of the point of using HD textures to begin with. Personally I don't recommend touching this for a variety of reasons but it all leads to the same thing: poor image quality.
Much of this is common knowledge so I can't take credit for it, but taken as a whole these tips can help many of you alleviate the VRAM issues you might be having with the HD texture pack. These tips are also helpful for other games that svck up VRAM like Battlefield 3, Crysis 2, Witcher 2, etc.
If you use a program like MSI AfterBurner you can see how much VRAM your card is using while idle at desktop and in-game. If you have more than 50-75MB of VRAM while sitting in Windows, you can definitely stand to benefit from some of these tweaks. Generally, with just the Windows/browser tweak you can drop to ~150MB. With the Aero disable tweak, you can drop that to ~70MB. Generally while gaming, I try not to completely max out VRAM as that means you're susceptible to VRAM overrun, but instead, I try to sit in the 1400MB range.
Hope that helps!

