But, the $field_data variable is undefed at the end of the loop @$fields loop (see my update). The @$afields array is only retrieving the 90 fields per ticket. Again, at max that field is about 3k at the end, so it's not an ever increasing variable - also note how it is redefined at the start of every new ticket (below first foreach), so I really don't think that $field_data is causing the memory issues (yes it's not the most efficient way of doing things, but it is NOT sucking up 150 meg of RAM on the server).