Not sure where to begin so here goes anway. Today I did an rsync backup of a server with 2million+ files. Before doing so the used memory on the server this was initiated from was under 200meg (excluding buffers and cache). During the rsync the memory used grew to just shy of 1.6gig and now, about 2 hours after the rsync has well and truly finished, the used memory is at 1.23gig. This is what free reports: total used free shared buffers cached Mem: 2058128 1994468 63660 0 688604 11432 -/+ buffers/cache: 1294432 763696 Swap: 1048568 0 1048568 There are 75 processes on the box of which almost 47 are kernel processes + init. Of the rest, the top 3 have an RSS of 9.4meg, 6.2meg and 4.8meg, 7 are at around 2meg and the rest are below 2meg with the majority below 1. So unless I'm misunderstanding something, processess alone do not account for the amount of used memory. The destination of the rsync was an ext3 filesystem over raid5 over ahci sata. I've included /proc/meminfo, /proc/slabinfo and config.gz. If there's anything else please shout. -- "To the extent that we overreact, we proffer the terrorists the greatest tribute." - High Court Judge Michael Kirby