I understand what you are saying. I'm glad to have your code the proves that cursors can bloat. I don't really want to, but it appears that the only thing I can do is to keep track of how much I've "replaced" in that field and do my "select into itself" every so often -- maybe 10 meg or so. I haven't been shocked by VFP in a long, long time, but this one really threw me for a loop.