Hi Had this running on a RedHat EL5 64bit OS running Squid v3.0.STABLE16 for about 3 days, with 8GB of memory. Slowly but surely "top" shows the availble memory dropping down to 500MB, which concerned me a great deal. I am not caching, using the cache_dir null directive, so not sure what is going on other a memory leak. Restarting the squid process didn't help, so I bounced the box and low and behold available memory is around 7GB. I just upgraded to v3.0.STABLE24, so hoping this is better.... I am not running any other services on the box, apart from ssh for access, no GUI etc cheers Ivan