— This paper examines congestion control issues for TCP flows that require in-network processing on the fly in network elements such as gateways, proxies, firewalls and even routers. Applications of these flows are increasingly abundant in the future as the Internet evolves. Since these flows require use of CPUs in network elements, both bandwidth and CPU resources can be a bottleneck and thus congestion control must deal with “congestion” on both of these resources. In this paper, we show that conventional TCP/AQM schemes can significantly lose throughput and suffer harmful unfairness in this environment, particularly when CPU cycles become more scarce (which is likely the trend given the recent explosive growth rate of bandwidth). As a solution to this problem, we establish a notion of dual-resource proportional fairness and propose an AQM scheme, called DualResource Queue (DRQ), that can closely approximate proportional fairness for TCP Reno sources with in-network proce...