yeah, I have IIS 6 and WSUS 3 SP1 on 2k3R2, and have to recycle the worker processes constantly (every 5 minutes or so), or the w3wp.exe processes will redline. To give IIS6 due credit, I don't think the problem is with the w3wp.exe process itself - seems to be some BS with the way the WSUS app communicates with IIS. Every fix from MS issued so far has done nothing for the problem. Ah, well. I do remember the IIS4 days, unfortunately. At the company I worked for, the developers there had some reporting BS that used a Crystal Reports ActiveX and IIS to query a SQL Server 6.5 database that was populated from my 'medium iron' AIX babies running DB/2. Anyway, every morning there would be a loss of communication between the IIS processes and the SQL Server, and then the SQL Server would stop responding. The developers couldn't figure out why, or didn't want to dig too deeply, so they simply had the server admins recycle the box every morning when the last shift went home.