Open appcore.cpp and look at CWinApp::~CWinApp(), this is where CDocManager::pStaticList and CDocManager::pStaticDocManager are deleted. Since CWinApp is not the base class for your project then these two pointers will not be deleted. Therefore, you must delete them your self. I beleive that the plex.cpp memory leak should go away when you fix the other two, because it is used to allocate storage for nodes and CDocManager uses a list of nodes used to store the docment template pointers. Note also, that the list of memory leaks is the inverse of the order of allocations. 1) CPtrList is allocated. 2) CDocManager is allocated. 3) CPlex alloction occurs (CDocManager::pStaticList->AddTail(this)). :-OThanks for the dump, it made the answer ovious where the problem was. Blast I should have seen this earlier!!!