Take a look at this article. The system may be incorrectly configuring the NonPagedPoolSize, PagedPoolSize or # of SystemPages entries. http://www.microsoft.com/resources/documentation/Windows/2000/server/reskit/ en-us/Default.asp?url=/resources/documentation/windows/2000/server/reskit/en -us/regentry/29937.asp I would also bump to the RSL value to 256 or so on a W2k TS Server too. Joe _____ From: thin-bounce@xxxxxxxxxxxxx [mailto:thin-bounce@xxxxxxxxxxxxx] On Behalf Of Schneider, Chad M Sent: Thursday, December 01, 2005 12:42 PM To: thin@xxxxxxxxxxxxx Subject: [THIN] Re: Handful of servers.... 125MB. Today it was @ 80MB. Yes. No. _____ From: thin-bounce@xxxxxxxxxxxxx [mailto:thin-bounce@xxxxxxxxxxxxx] On Behalf Of Joe Shonk Sent: Thursday, December 01, 2005 1:26 PM To: thin@xxxxxxxxxxxxx Subject: [THIN] Re: Handful of servers.... What is the Registry Size Limit set at? What is the in use size when the problem begins? Are you running UPHClean? Verified that the user hives are unloading? Joe _____ From: thin-bounce@xxxxxxxxxxxxx [mailto:thin-bounce@xxxxxxxxxxxxx] On Behalf Of Schneider, Chad M Sent: Thursday, December 01, 2005 11:28 AM To: thin@xxxxxxxxxxxxx Subject: [THIN] Handful of servers.... Thursdays. I get this. The server was unable to allocate from the system paged pool because the pool was empty. W2K SP4 PS 4.0 Once that error begins, users can not connect to the server anymore. I knock a few users out, all is well. Chad Schneider Technology Analyst/Citrix Admin. Bemis Company, Inc. 920-303-7609