Hi Frannk, I had this problem too (plus many others... sadly)... After a long period trying to discover where the problem was I 've found that the source code has some weird CRLF somewhere. Try to open the sources with another editor (i.e. VS 6) and save them, then rebuild. I think this solved my problem, but I don't remember exactly if this was the solution since I did so many test and trail (you know how things go when you get desperate...) hope this helps

Yep, and that is what happens when MFC calls new and it fails. But what happens if you call STL or your own funtions from within an MFC function override and your new handler is called throwing bad_alloc? It appears that MFC wont catch it, you will get an unhandled exception. If you try to recover from it, you might leak MFC resources. PS: Did this change in VC .NET? Or does new still return NULL?