Why is the Heap32Next function incredibly slow on Windows 7?

A customer observed that the Heap32Function runs much slower on Windows 7 compared to previous versions of Windows. What happened?

Set the wayback machine to 1992. The product is Windows 3.1. One of the new components available in Windows 3.1 went by the name TOOLHELP. It let you snoop around the low-level guts of the Windows 3.1 kernel, and the feature that is relevant here is walking the heaps. Since Windows 3.1 was a cooperatively multitasking system, you could ensure that the heap was stable during your calls to Heap­First and Heap­Next by the simple process of not yielding control.

Mind you, ToolHelp was not part of the kernel itself. It was bolted onto the side. As I recall, ToolHelp arrived late on the scene, and the kernel folks didn't want to destabilize the kernel with any ToolHelp-related changes, so all the work done by ToolHelp was done "from the outside".

Windows 95 introduced 32-bit versions of the ToolHelp functions. I'm not sure why.

Where was I? Oh right, Heap32­Next.

In the 32-bit version of ToolHelp, you could walk the heap of a process by calling Heap32­First and Heap32­Next. As implemented in Windows 95, the Heap32­First function allocated some memory to keep track of the state of the heap walk and stored it in the HEAPENTRY32.dwResvd field. The Heap32­Next used this state to find the next heap block, and it finally freed the memory when the end of the heap was reached (and Heap32­Next returned FALSE). This means that if you call Heap32­First and do not walk the heap to completion but rather abandon the walk partway through, you leaked some memory. Unlike functions like Find­First­File which have an explicit Find­Close function to indicate that you are done with the enumeration (and allow the operating system to free the tracking state), there was no corresponding Heap32­Close function. The only way to free the memory was to walk the heap to the end. The Windows 95 implementation also didn't handle the case that the heap changed while you were walking it.

But since the toolhelp library was intended for diagnostic purposes anyway (I mean, it's right there in the name: tool help), these weren't considered serious problems. Your debugging plug-in might use it to walk the heap looking for memory leaks, but you wouldn't deploy it in production, right?

The Windows NT folks didn't like that there was a memory leak built into the design. Since there was no way to ensure that the memory allocated by Heap32­First was freed in the event the application wanted to abandon the heap walk, their solution was simply to free all allocated memory before returning from Heap32­First and Heap32­Next. If an application asks to walk the heap, the Heap32­First takes a snapshot of the heap, returns the first heap block, then frees the snapshot. When the application calls Heap32­Next, it takes a snapshot of the heap, returns the second heap block, then frees the snapshot. On the second call to Heap32­Next, it takes a snapshot of the heap, returns the third heap block, then frees the snapshot. You get the idea.

As a result, walking the heap via Heap32­First/Heap32­Next is an O(n²) operation.

So why did this become slower in Windows 7?

Prior to Windows 7, the snapshot was taken in a fixed-size buffer that held information for around a quarter million heap entries. As a result, there was a hard limit on the worst-case cost of walking the heap via the toolhelp functions. In Windows 7, this hard limit was lifted because there were some diagnostic tools which were bumping into this limit. The kernel folks decided that it was better to have the functions be slow but correct rather than fast and incomplete. Since the limit was lifted, so too was the cap on the worst-case cost of walking the heap with Heap32­First/Heap32­Next.

Toolhelp was designed back in the days of co-operative multitasking and hasn't aged well. At this point, he's sort of this unwanted distant relative in the kernel. Nobody actually likes him, but when he shows up at the family reunion, you have to let him in.

By the way, the recommended way to walk the contents of the heap is to use the Heap­Walk function. The Heap­Walk function does not suffer from this problem; enumerating the entire heap via repeated calls to Heap­Walk has total running time proportional to the number of heap blocks. Note that Heap­Walk can only enumerate heap blocks from the current process. If you're doing cross-process heap walking for diagnostic purposes, then you're stuck with Heap32­First/Heap32­Next, but since you're just doing it for diagnostic purposes, correctness should be more important to you than performance.

Comments (16)
  1. No One says:

    And this, children, is how thousands of terrible programmers learned about a new, very powerful hammer with which they will drive all sorts of nail-like things.  Screws, staples, buses, they all will be hit with this hammer to be pounded into the timber-framed houses of doom that Raymond will be stuck debugging years into the future.  I can't wait until 2020 or so when this entry is referenced in one of those terrible-things-customers-have-done-that-are-now-stuck-in-backcompat-world entries.

  2. Yuhong Bao says:

    "As I recall, ToolHelp arrived late on the scene, and the kernel folks didn't want to destabilize the kernel with any ToolHelp-related changes, so all the work done by ToolHelp was done "from the outside". "

    Also, ToolHelp had to be installable on top of Win3.0.

  3. Brian says:

    Why didn't the NT folks just add a Heap32Close function that you should call if you intend to abandon the heap walk?  Sure, older programs would still leak, but there's no change in behavior there.

  4. Adam Rosenfield says:

    Is that functionality for taking a snapshot of the heap exposed in any way?  If it were, then a debugging tool could just take its own snapshot of another process's heap and walk it on its own and not worry about concurrent modification problems.

  5. Joshua says:

    @Adam Rosenfield: It's called CreateRemoteThread and you get all the horror that comes with it.

  6. chentiangemalc says:

    @brian ..because this solution fixed existing apps as well, no change to coding practice, seems better solution. Also this free memory change didn't cause the significant performance hit on win7, it was the lifting of heap entry limit.

  7. JamesNT says:

    @No One:

    Of course Raymond will be complaining about this in circa 2020.  No matter what MS does to add safeguards into Windows, no one can protect bad programmers from themselves.  Sooner or later, the end user has to take some responsibility.


  8. No One says:

    @JamesNT: Agreed.  I was trying to be very tongue-in-cheek but often sound far too genuine for my own good.

  9. Andre says:

    A fun side story here would be about how toolhelp's code that was designed to enumerate heaps actually had a heap-trashing bug in it.  Slightly ironic.

  10. Danny says:

    @JamesNT and @No One:

    In 2020 i doubt Microsoft will even exists. At the pace Google is pushing Android around and at the pace Apple is making sure the future of hardware is in it's hands through all smart devices and iPads is inventing the old '80's liant IBM-PC+Microsoft for hardware/software will disappear. Same way Cyrix left the stage of hardware. Same way Netscape left the stage of software. Remember those companies? How big and innovative and cheap their products were? Well AMD killed Cyrix by dropping the prices and Microsoft killed Netscape by offering IE for free. Same way Microsoft/Intel/IBM PC compatible will get killed by Google and Apple. In 2020 we will read blogs about Android 15 and iOS 25, not about Windows 12.

  11. LurkerAU says:


    When are you people going to get a life? You've been saying this every day for nearly 20 years. Don't you EVER get tired of being wrong?

  12. Raymond:

    As it turns out, Heap32Next in Windows 7 has a deadlock as well:  please see social.msdn.microsoft.com/…/1f5765fd-c77d-44c4-95d3-a9e9d233f553 for details.

    This matters because everyone's favorite cross-platform crypto library, OpenSSL, calls the toolhelp functions to generate entropy.  Yeah, don't ask.

    So is there any way you might find someone to take ownership of this issue, and perhaps fix it?

  13. Danny says:


    Have you even read my comment? 20 years ago Google didn't even exists. Or Android for that matter. So who's those "people" that you refer to?

  14. Killer{R} says:

    Hm. My bad – Heap32ListFirst!=Heap32First on big windows and doesnt use CreateToolhelp32Snapshot, while on CE both uses it.

    PS Too much entropy in Win32 API ;(

  15. Killer{R} says:

    If reasources're allocated by Heap32First and free in some (last) Heap32Next – what purpose of calling CreateToolhelp32Snapshot before using of that APIs and CloseHandle afterwards ?..

    I'll answer on this partially :)

    CreateToolhelp32Snapshot actually creates filemapping object that is 'filled' by snapshot information that later queried by *32First *32Next APIs, so resources actually freed by final CloseHandle that closes that filemapping. And filemapping's size was not fixed, instead, fixed size _temporary_ buffer was used to pre-collect information that later was copied into that filemapping and released. So there was no memory leak (while caller called CloseHandle finally).

  16. i want to see that fight says:

    Raymond is calling out Russinovich. Who will win ?

    I bet on Raymond. Russinovich have gotten quite timid, sadly, since he joined microsoft :(

    Russinovich, micosofts new old ***.

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