I realize I cant disk the array as I understand the foreach loop has not transformed the @member_sheet->contents into an array but is repeatedly performing regex comparisons using /g - so the @member_sheet->contents is really being used as a scalar ... that's too much data in a variable!!! given that this will return the 1 million record sheet in an XML format. The only other solution would be to start using XML::Twig, right and start reading the file without loading it all into memory? Could someone help me with this? I realize I am asking to be 'flat out carried' ... but I really am technically challenged here .. I honeslty am even ready to pay for support now! I am hoping Dmitry (author) responds with the solution - I am pretty much screwed otherwise!