One quick-hit solution might be decreasing KeepAlive setting to something short, say 5 seconds. This will reduce number of processes "hang" while waiting for the same client reusing keepalive connection. Also check the documentation for ServerLimit (http://httpd.apache.org/docs-2.0/mod/mpm_common.html#serverlimit) and consider increasing this to higher number, along with MaxClients. As commented above, you'll need a lot of memory (that's what you pay for popularity ;) Also check for optimalizations (see Apache performance guide). If you respond to each request quicker, you can handle more requests at a given time... Jirka --------------------------------------------------------------------- The official User-To-User support forum of the Apache HTTP Server Project. See <URL:http://httpd.apache.org/userslist.html> for more info. To unsubscribe, e-mail: users-unsubscribe@xxxxxxxxxxxxxxxx " from the digest: users-digest-unsubscribe@xxxxxxxxxxxxxxxx For additional commands, e-mail: users-help@xxxxxxxxxxxxxxxx