Apache, slow, many processes

[Jester20]

On an Ultra2 2x 200Mhz US1, 512M, 2.4 kernel, Apache2, mod_php.

Apache is VERY slow. Sometimes timing out. all that is running is Apache, MySQL, named, and proftpd + base system. When I start apache, ps aux shows 1 apache process. as soon as I connect to it, it spawns between 30 and 180 processes. Memory usage peaks with very small swap usage, usually 9M or so.

Any ideas? or what further information do you need?