I have an ORAESB(10g container 10.1.3.3) application which is spawning 1000's of connections maxing out the max processes against its database. If I change the max connections in the app server it complains it "cannot get a physical connection" if I leave as -1 (unlimited) it keeps spawning connections until it hits max process and then complains it cannot connect and give a ora-12516. I've never worked with this app before and this issue started when we migrated the database from linux to windows. I bumped max processes to 2500 from 300 and the connections seem to grow slowly over a period of 20 minutes to about 2000 and then drop to about 300 and start growing again. I know the information is vague but any idea would be appreciated. Ken -- //www.freelists.org/webpage/oracle-l