I realize this is an old post, but are you still running windows 2003, apache and php. If so, what versions are you using. I have a production server that is running windows 2003, apache 2.2.10, PHP 5.2.6, mysql 5.0.51A. We have a memory leak with this combination. I'm not sure how much I can change with active students in the server. Thanks for your help.