I finally got Squid 2.6STABLE9 setup and running on CentOS. I am using my Mikrotik router to DST-NAT connections to it. I installed Squid with these options. ./configure --enable-linux-netfilter --enable-storeio=ufs,aufs Setup to use aufs. Only changed basic things in squid.conf. Only been running experimentally for little while and seems to run fine at first. After routing hundreds of IP's to it though it seems to stop responding. One of the things I see in the log file. 2007/01/26 09:59:19| WARNING: All dnsserver processes are busy. 2007/01/26 09:59:19| WARNING: up to 5 pending requests queued 2007/01/26 09:59:19| dnsSubmit: queue overload, rejecting www.musicgiants.com I have bind running on this box as well for a DNS server. Are there any tweaks I should make to support a large number of users? 3 Class C's. Some dialup mostly wireless broadband. It connects to currently 6mbps Internet connection soon to be 10mbps. Also, it has 1Gbyte DDR2 with SATA drives. Do I need more RAM? Thanks. Matt