Sys(1016) is not supposed to be very reliable, but I've found it to be a good indicator for memory leaks inside of VFP. You have a couple of issues to deal with though. The DDE subsystem might be the problem, especially if you're seeing the wide swings. Also SQL connections can effect memory usage based on how long after a query connections are held. OTOH, VFP tends to consume memory whenever it can then not release it unless the system is totally swamped. What is the behavior you're seeing? It might be that this is VFP's intended behavior... There were a number of memory leaks in the original release of VFP 5.0 that have been fixed in 5.0a BTW. I personally had major problems with resizing arrays in one of my server apps that luckily got fixed with the updated version. +++ Rick ---