fsck's memory usage is directly related to the number of inodes and
     the number of directories in the filesystem.  Directories are
     particularly memory intensive.

     I've found on my backup system that a UFS1 filesystem with 40 million
     inodes is about the limit that can be fsck'd (at least with a 32 bit
     architecture).  My cron jobs keep my backup partition below that point.
     Even in a 64 bit environment you will be limited by swap and the sheer
     time it takes for fsck to run.  It takes well over 8 hours for my
     backup system to fsck.

     You can also reduce fsck time by reducing the number of cylinder
     groups on the disk.  I usually max them out (-c 999 and newfs then
     sets it to the maximum, usually in the 50-80 range).  This will
     improve performance but not reduce the memory required.

                                                -Matt

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