I just noticed something strange and wanted to run by other users see if someone has seen this as well. I am running SQL Server 2005 Express in VM (WinXP Prof SP2) and Visual Studio 2003. While my application does stores and retrieve some data from DB it looks SQL server memory usage grows quite fast. The funny thing is that this runs just fine when running on different PC. The same Data is being stored and retrieving. Does anyone noticed this strange behavior. When I was running MSDE 2000 it was fine (Same program, same data just diff DB version) Right now I have 768M reserved for XP which was just fine when I was running MSDE 2000 I never passed 512M Ram usage (did not checked swap space). Now after running SQL 2005 Express I get pretty quick to ~700Mb RAM. SQL 2005 Express is (Real: 177,744M Swap 130,784M) and Visual Studio 2003 ( Real: 98,252M, Swap: 125,252M) Any ideas