I recently updates a system to -STABLE, which ahdnt been updates in 9 months or so. It started locking up at 3am every day. I have updated to -STABLE form this mornign and verified that this still happens. The porobel is the 'periodic daily' process. I have veriied this by running it by hand. What happens is that Swap space starts to fill up. Wathcing in top, however, there are no large processes running. I also start to see these messages during the run... Feb 4 14:57:07 toybox kernel: sonewconn: pcb 0xfffff8000eee6000: Listen queue overflow: 31 already in queue awaiting acceptance (1 occurrences) Feb 4 14:58:07 toybox kernel: sonewconn: pcb 0xfffff8000eee6000: Listen queue overflow: 31 already in queue awaiting acceptance (26 occurrences) Feb 4 14:59:07 toybox kernel: sonewconn: pcb 0xfffff8000eee6000: Listen queue overflow: 31 already in queue awaiting acceptance (193 occurrences) The systems is mainly ZFS, booting from a small UFS partition for /. It has 2GB of RAM only, but the ARC is limited to 512 meg. It primarttily runs exim/clamav/spamd/mailman - these are failmy memory hungry I realise, and the machine usually runs with a few hundred meg swapped out, but iit has been very reliable until the most recent upgrade. I dont knwo preciusely what the periodc scripts do, but I underrstand the use a substantial amount of ;find' and it is this pricess which shows up when runing, usually in the state zio->io_ which is what I would expect. The find process is not using a lot of memory, however. I dont see this on any other achines runnign the most recemt -STABLE, but then again this is my only machine with so little memory in it. What can I do to tracve anmd fix this ? My obvious intiail move is to disable the daily periopdic run, but thats hardly a solution! help? -pete.