Ok, through more trial and error, I've managed to whittle the offending script down to this: use strict; print "Content-type: text/plain\n\nHello World!"; That's it, and it still leaks. So, apparently the problem is not with DBI or DBD::mysql at all. The only components left seem to be Apache, mod_perl, and Apache::Registry. I'll keep experimenting. Let me know if any of you experience similar problems with this script. Mark Blythe [EMAIL PROTECTED]