Fiddler is a great tool and you can download here http://fiddler2.com/Fiddler2/version.asp
Also it is able to capture when the client is unable to be configured as a proxy
http://fiddler2.com/Fiddler/help/reverseproxy.asp
If these are not good enough then give these a try
Wireshark http://www.wireshark.org/
Microsoft Network Monitor
http://www.microsoft.com/download/en/details.aspx?displaylang=en&id=4865
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