Thanks for the input so far. Task Manager shows memory usage slowly creeping up as the makefile below is run. I've verified this on two XP laptops and one w2k desktop. The memory never comes back, and it doesn't take long to max out a 512Mb/768Mb machine. Might take a bit longer if you've got several gigs of memory.

I'll post more details as I track this down further.

# Makefile to reproduce "Resource temporarily unavailable" error
SHELL=bash

all:
        for ((i=0; i<1000000; i++)); do make hello; done

hello:
        @echo "hello"


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