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diff --git a/ChangeLog b/ChangeLog
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@@ -1,7 +1,32 @@
-2005-05-12  Paul Eggert  <eggert@cs.ucla.edu>
+2005-05-13  Jim Meyering  <jim@meyering.net>
 
        * Version 5.3.1.
 
+       * NEWS: `rm -r' now removes all of the files it should, even on
+       systems with a buggy readdir affecting file systems inaccessible
+       at configure time.
+
+       In some unusual circumstances `rm -r' would fail to remove --
+       or even consider -- all entries in a directory with more than 254
+       (SunOS) or 338 (Darwin) entries.  This could cause trouble even on
+       other types of systems when using an affected file system via e.g.,
+       NFS.  The underlying cause was a bug in readdir on those systems.
+       Coreutils-5.2.1 and earlier used a configure-time test designed
+       to detect precisely those problem systems, but it would detect
+       the problem and enable remove.c's work-around code only when its
+       configure-time test was run on a losing file system.  Obviously,
+       it couldn't detect a problem if the offending file system wasn't
+       tested or even mounted at coreutils configure time.  Now, rm itself
+       performs a minimal-cost run-time test to detect the problem.
+
+       * src/remove.c (CONSECUTIVE_READDIR_UNLINK_THRESHOLD): Define.
+       (remove_cwd_entries):  When readdir returns NULL for a directory from
+       which we've removed more than CONSECUTIVE_READDIR_UNLINK_THRESHOLD
+       entries, call rewinddir and then resume the readdir/unlink loop.
+       (UNLINK_CAN_UNLINK_DIRS): Rename from ROOT_CAN_UNLINK_DIRS.
+
+2005-05-12  Paul Eggert  <eggert@cs.ucla.edu>
+
        * NEWS: nohup now closes stdin if it is a terminal, unless
        POSIXLY_CORRECT is set.  This fixes a glitch noted by Wayne Pollock in
        <https://www.opengroup.org/sophocles/show_mail.tpl?source=L&listname=aus