Hi Geoff, I've seen your message on the PHP/Windows list, and I'm writing because I get the **exact** same problem on my box: HP Proliant dual Xeon 2,8Mhz - 1GB RAM PHP 4.2.2 Apache 1.3.22 On myne it happens even if just one user is accessing the pages. On another server -- it is a little bit older dual Pentium 1.1GHZ -- but with exactly the same software, the problem does not appear. Have you any clue to give me? Did you solve your problem? Thanks Francesco