rjahrman, before we can identify if it might be a bug in your code, you'll have to show us some of it. My personal experience with threads, Perl, & Windows is not a pretty one, and I've heard many other testimonials from others to this point too. Do us a favor and post your code (inside <READMORE> tags assuming it's more than 20 lines of code) and let us take a look at it.

Another thing that will help us is to know a bit more about your program. What kind of input does it take? What is it supposed to do? How much memory does your system have in it? Is it possibly busy doing other things (IIS, Exchange, etc)?

- - arden.