Same thing happens on 2.4.18. I attached sar, slabinfo and /proc/meminfo data on the 2.6.5 machine. I reproduce this behavior by simply untarring a 260meg file on a production server, the machine becomes sluggish as it swaps to disk. Is there a way to limit the cache so this machine, which has 1 gigabyte of memory, doesn't dip into swap? Thanks, Brett