CPAN shell says "Out of memory!"

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
/home3/weston/.cpan/sources/modules/02packages.details.txt.g z
Database was generated on Fri, 30 Dec 2005 16:08:44 GMT
CPAN: HTTP::Date loaded ok

There's a new CPAN.pm 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
upgrade
while we are running...

Going to read /home3/weston/.cpan/sources/modules/03modlist.data.gz
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 03modlist.data.gz ... 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?