This text is designed for a CS2 data structures course using C++ as the base programming language. The author introduces Object-Oriented Programming concepts in the context of traditional data structures and alghorithms, emphasizing encapsulation from the beginning and gradually bringing in generics, inheritance and polymorphism as the book progresses. Real world examples present the material in a way that makes the text accessible to students. All supporting materials, including source code, will be available to the faculty and students via the World Wide Web.