I've verified this issue with both perl 5.6.0 / Storable 1.013 perl 5.6.2 / Storable 2.13 I looked at the Storable.xs code in 2.13 and turned on the DEBUGME flag and reran my test retrieve code. (test.pl) #!/usr/bin/perl use Storable qw(retrieve); $Storable::DEBUGME = 1; retrieve(shift); Then ran it ./test.pl out-of-memory.storable and got this output (truncated to show the error) ** extending kbuf to -184127888 bytes (had 128) Out of memory! I tracked it down to retreive_hash() and this code KBUFCHK((STRLEN)size); /* Grow hash key read pool if needed */ Storables are created every couple of days that trigger this bug and because these are profiles and we have no way of trapping the exception, our we have users that are kill httpd processes each time they attempt to load our site until we remove the offending storable file. I've attached the 'out-of-memory.storable' file so you can easily reproduce this problem. From my basic knowledge I'm wondering if we could just ASSERT if you attempt to grow the hash key read pool if its not a positive integer. (I stress basic) :)