We ran into this problem on a similar system to your setup. Here is what we learned: PV Entries are directly related the number of simultaneous children processes Apache is allowed to spawn. To figure out how many PV entries your system is using per Apache process, run this command: ipcs -a ; sysctl vm.zone | grep PV Take a look at the "shared" memory section and find the NATTCH value for Apache. That number is the total number of Apache processes that have attached to that shared memory segment. The last line of output is your PV entry stats. The third number in from the left is the number of PV entries currently in use. Since there are other things using PV entries on the system (usually very few - Apache is the big consumer on a web server), this isn't an exact science, but take the number of PV entries in use and divide it by the number of Apache processes. That will give you a rough estimate of how many PV entries are in use per Apache process. I don't fully understand the code (pageout daemon) that calls the code that generates that warning, but in practical use, the warning usually means that you don't have enough pages on the PV entry "free" list and it has to compete with other page consumers to get more pages from the system. Generally, it isn't a serious problem unless you see 5 of those messages since the last boot or you're seeing panics from running out of PV entries. Five is the maximum warnings you'll see of that type. Any activity after that that would have generated the warning has the warning suppressed, so if you hit five of those messages from boot to present time, you have a problem that needs to be addressed. To address the problem, you'll need to tweak your Apache config and restart Apache. Decrease KeepAliveTimeOut or turn off KeepAlive. Set MaxClients to a number that will prevent your system from being crashed by having too many PV entries in use and yet still handle the load after reducing KeepAliveTimeout. To determine MaxClients, take your maximum PV entries and divide it by the number of PV entries per Apache process that you calculated above. Then, subtract a few clients from the result (10 or 20) and that should be a good number for MaxClients. The Apache status page will be your friend when tweaking your Apache config so that it efficiently handles the load without hitting MaxClients. It's off by default, so you'll have to turn it on in your Apache config if it isn't already on. To view your current maximum for PV entries, look at 'sysctl vm.zone' and look at the "limit" column for PV ENTRY. Determining the maximum PV entries your system will support after tweaking PMAP_SHPGPERPROC isn't the easiest of tasks, but here's the basic idea: pv_entry_max = (shpgperproc * maxproc) + (((((availmem - 1) * 2) + 1) / pagesize) - firstpage) Availmem can be found by doing a 'less /var/run/dmesg.boot' and looking at the available memory figure in bytes (not Kbytes). Pagesize is typically 4096 bytes on FreeBSD 4.7 i386. I'm not certain on this, but I believe firstpage is the same as pagesize. Maxproc can be found with a 'sysctl kern.maxproc'. Shpgperproc defaults to 200 on FreeBSD 4.7, but may be higher depending on your kernel config. Just remember that you can't set PMAP_SHPGPERPROC arbitrarily high or you could overflow your KVA without ever hitting the limit for PV ENTRY. It's best to nudge it upwards gradually until the "collecting PV entries" goes away, provided you've tweaked Apache as suggested above. I know it's kludgy and annoying, but it's just what us heavy Apache users have to deal with to avoid crashes due to the state of the FreeBSD VM system. The general idea is that FreeBSD is designed for systems that don't do a lot of memory sharing between overgrown parent and children processes. Here's an article I found awhile back by Matthew Dillon (FreeBSD VM guru) that outlines the issue with FreeBSD and memory sharing between large numbers of large processes: http://www.freebsd.org/doc/en_US.ISO8859-1/articles/vm-design/x106.html Most of these types of problems will go away when Apache 2.0 becomes useable by most people (missing many vital modules at the present time) due to it's threading model (vs. spawning children). For now, we've just got to deal with it, unless someone with the right expertise is willing to create a kernel config option that changes how PV Entries are allocated for systems that have many big fat memory sharing processes.