SQL 7 will more or less take as much memory as you give it in an attempt to improve it's performance. However, you can limit the amount of memory it takes. In Enterprise Manager, right click your server, select properties, select the Memory tab, and adjust the maximum setting to something you're comfortable with. Are there any particular reasons why you don't want SQL 7 to have as much memory as it wants - it's generally pretty good at tuning itself ? Are you perhaps running something else on the server ?