Overmind, Etienne, Thank you very much for your advice. I switched over to one socket design, one thread doing all the recving. I setup some worker threads to deal with the parsing and processing. I am putting the final touches on the new code now (integrating the new and altered classes into main() ). So hopefully if I have the stamina I should be testing it tonight. Also, the UDP buffers have been moved up to 16megs to deal with the onslaught. thanks again. jose