Grady Booch's "Object-Oriented Analysis and Design with Applications" is available brand new in both the 2nd edition (1993) and the 3rd edition (2007), while many used copies of both editions are available. Here are my concerns: 1) The 2nd edition uses C++: given that I just finished reading my first two C++ books (Accelerated C++ and C++ Primer) I guess practical tips can only help, so the 2nd edition is probably best (I think the 3rd edition has absolutely no code). On the other hand, the C++ books I read insist on the importance of using standard C++, whereas Booch's 2nd edition was published before the 1998 standard. 2) The 2nd edition is shorter (608 pages vs. 720) so, I guess, it will be slightly easier to get through. 3) The 3rd edition uses UML 2.0, whereas the 2nd edition is pre-UML. Some reviews say that the notation in the 2nd edition is close enough to UML, so it doesn't matter, but I don't know if I should be worrying about this or not. 4) The 2nd edition is available in good-shape used copies for considerably less than what the 3rd one goes for. Given all the above factors, do you think I should buy the 2nd or the 3rd edition? Recommendations on other books are also welcome but I would prefer it if whoever answers has read at least one of the versions of Booch's book (preferably both!). I have already bought but not read GoF and Riel's books. I also know that I should practice a lot with real-life code. Thanks.