OK, if I understand your question, you're saying that you don't have memory leaks, but you want to know which functions are allocating (and deleting) lots of memory, and which aren't so that you know which ones to optimise? I'm not sure about your redefinition of new, but you could always try profiling your code, and find out how often the constructors of your various classes get called. That should give you some idea of where the most memory is being allocated. Have a look at "profiling" in MSDN for more info. Hope this helps. ------------------------ Derek Waters derek@lj-oz.com