Ok, I found it... took me forever though!
php 5.2.1 put in a second php.ini file.... one in the php folder and one in the apache folder.
The new one had a memory limit of 8, but it was reporting what I saw in the other php.ini.
And therefore, my memory limit was way lower than I thought it was. Once I changed the second php.ini file, all was good!
Thank you to everyone for helping me to solve this
