u need to increase the memory limit in php.ini file (check with your host)

...its still giving this error on a fresh MAMP install of Concrete 5.3

What am I doing wrong?

Do I need to install 5.2 first and then upgrade?

Nige

I've tried to upgrade from 5.3.2 to 5.3.3.1 and tried 16M, 32M, and 64M, all with a memory limit exceeded.

Sure feels like a loop allocating memory to me...

Do I really need more than 64MB?

FYI: 128MB was required to make it work.

very odd.. i wonder if your concrete5 site is massive or if php is perhaps not using all that memory right...

our servers have this set to 32megs and all works fine.

I uploaded the DB stats over herehttp://www.concrete5.org/community/bugs/5_3_2_-andgt_5_3_3_1_upgrad...

Its not a massive site by any means, but some tables do have a few thousand rows. If you'd like a complete dump to investigate further, I can provide. I just did not want to post it for public access.