`with' is not fully polymorphic. For instance, in type 'a t = { length: int; elt: int -> 'a } let map: ('a -> 'b) -> 'a t -> 'b t = fun f t -> { t with elt = f ° t.elt } the inferred type for map is given by val map : ('a -> 'a) -> 'a t -> 'a t I can see that this is a simple way out of the problem of what to say if a `with' changes fields in a way inconsistent with the others' types, but it is a little confusing. The other thing is that the compiler doesn't tell you if your type annotations turn out to be over-optimistic, like that on `map' above. It would be nice to have the option of having it generate a warning in these cases.