After running into some VM problems with the new CentOS 4.4 kernel, which I suspect are VMWare related, I built 2.6.16.29 using the FC5 .config file for 2.6.15 and "make oldconfig". It seems to have resolved the "page allocation failure" problem. But I find its behavior to be a bit odd. This is a 4GB system. min_free_kb is at the default, which is 3841. So I would expect Free memory to hover around 4MB. However, instead, it seems to seek out about 150M free. If I do a dd from /dev/md0 to /dev/null, the free memory does drop to around 25MB. But then, as the system is used, it drifts back to... about 150M. Swap varies between 100M and 500M, and buffer+cache runs around 500M. I'm pretty sure that we access enough different data that it should be using some of the 150M free for buffers+cache. Swappiness is set to the default 60. Any comments? Thanks, Steve