We have a multi-threaded application that is connecting to Sql 2005. The problem is SQL Memory (looking through Task manager) grows and grows and grows. To the point that 1 of 2 things happen. 1. Our Application Locks up. 2. SQL Server 2005 Locks up. When either of these happen we just shut down and restart the application that locked up and everything is fine for awhile. SOOO,, we are not sure exactly if the problem is our application or SQL. What I'm looking for from this forum is a place to start. Can you point me to some documents that talk about or explain in detail how SQL uses memory, releases memory? Thanks in advance for any help or feed back. BOB PS. I've tried to do a search on SQL Memory Issues in this forum but I keep getting a time out error.