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Error: 1040 - Too many connections

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had a drive fail on my server and had to reinstall everything again, all went well but having a problem with
Error: 1040 - Too many connections error, when either optimising tables or when sphinx is enabled and runs its updates.

did not have this problem before and everything the same as before, same php, mysq and server settings.

any ideas what could be causing the problem, may be i have over looked something some where.
my.cnf has the same settings and worked well before.

centos 5.7
runing IPB 3.1.4
mysql 5077
php 5.2.17

usually have 300 - 500 member online

thank you

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