CPAN shell says "Out of memory!"

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I'm trying to use the CPAN shell to do installation of some modules on
a web hosting account. It is not, however, going quite as smoothly as I
hoped. The process goes something like this:

    cpan shell -- CPAN exploration and modules installation (v1.7601)
    ReadLine support available (try 'install Bundle::CPAN')

    cpan> install AI::Prolog
    CPAN: Storable loaded ok
    Going to read /home3/weston/.cpan/Metadata
    Going to read /home3/weston/.cpan/sources/authors/01mailrc.txt.gz
    CPAN: Compress::Zlib loaded ok
    Going to read
      Database was generated on Fri, 30 Dec 2005 16:08:44 GMT
    CPAN: HTTP::Date loaded ok

      There's a new version (v1.80) available!
      [Current version is v1.7601]
      You might want to try
        install Bundle::CPAN
        reload cpan
      without quitting the current session. It should be a seamless
      while we are running...

    Going to read /home3/weston/.cpan/sources/modules/
    Out of memory!
    Terminal does not support GetHistory.
    Lockfile removed.
    Callback called exit.

and then I'm dumped back into bash.

I've checked the file ... even unzipped, it's under
400k. I can't imagine it eats up enough memory to cause trouble.
02packages.details.txt.gz is a bit bigger unzipped ... 2.7 MB...
01mailrc.txt is under 300 K ... is it really possible that (a) the CPAN
shell is trying to slurp all of this into memory simultaneously and (b)
it's getting slapped by some 3 MB limitation on memory?

Any other suggestions on what's going on here that come to mind?

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