I am still stuck with this issue of a directory_iterator causing a hang when it is declared. This is one of the most bizarre things I have ever encountered. Some more clues have arisen since my last post: - Upon hanging, I now get a message box: Unhandled exception at 0x77e73887 in PICtool-w32.exe: Microsoft C++ exception: boost::filesystem::filesystem_error @ 0x0012f170. I seem to be getting *somewhere* although the message seems very vague. - Upon executing the app in the explorer (not MSVC), I get a Runtime Error: The app has requested runtime to terminate in an unusual way. - I ran Spy++ and see to get quite a few WM_GETDLGCODE messages. I have read that this can signify a problem. Has anybody else had a problem like this with the directory_iterator? Any help or suggestion is greatly appreciated as I have been stuck for quite a while. :-( FYI: MSVC .NET 2003, running as Multi-Threaded Debug DLL using the multi-threaded version of the Boost::Filesystem library. Thanks Again, Ryan --------------------------------- Do you Yahoo!? Win 1 of 4,000 free domain names from Yahoo! Enter now.