Hi All, Well I guess my basic question is what is the best way to upgrade. I just tried: sudo port -d - R upgrade gnome users-docs After a endless wait I get: ... ... DEBUG: gnome-user-docs 2.18.2_0 is installed DEBUG: Not following dependencies DEBUG: No need to upgrade! gnome-user-docs 2.18.2_0 >= gnome-user- docs 2.18.2_0 DEBUG: Found port in file:///opt/local/var/macports/sources/ rsync.macports.org/release/ports/gnome/gnome-desktop-suite DEBUG: epoch: in tree: 0 installed: 0 DEBUG: gnome-desktop-suite 2.18.1_0 exists in the ports tree DEBUG: gnome-desktop-suite 2.18.1_0 is installed DEBUG: Not following dependencies DEBUG: No need to upgrade! gnome-desktop-suite 2.18.1_0 >= gnome- desktop-suite 2.18.1_0 DEBUG: Found port in file:///opt/local/var/macports/sources/ rsync.macports.org/release/ports/gnome/gnome DEBUG: epoch: in tree: 0 installed: 0 DEBUG: gnome 2.16.2_0 exists in the ports tree DEBUG: gnome 2.16.2_0 is installed DEBUG: Not following dependencies DEBUG: No need to upgrade! gnome 2.16.2_0 >= gnome 2.16.2_0 DEBUG: Found port in file:///opt/local/var/macports/sources/ rsync.macports.org/release/ports/gnome/gnome-user-docs tclsh(244,0xa000ed88) malloc: *** vm_allocate(size=5398528) failed (error code=3) tclsh(244,0xa000ed88) malloc: *** error: can't allocate region tclsh(244,0xa000ed88) malloc: *** set a breakpoint in szone_error to debug unable to alloc 5397237 bytes Abort trap From the looks of the output and top tchsh was using over 1.5 GB of VM that there might be a memory leak or the upgrade process is going into a infinite loop!?? Also, from the looks of the output upgrade is checking port that already have been check. It might advidable to gather a list of ports checked and skipping those. This would definately speed up the pocess. Or am I missing something. regards Keith.