This paper presents a highly predictable, low overhead and yet dynamic, memory allocation strategy for embedded systems with scratch-pad memory. A scratch-pad is a fast compiler-managed SRAM memory that replaces the hardware-managed cache. It is motivated by its better real-time guarantees vs cache and by its significantly lower overheads in energy consumption, area and overall runtime, even with a simple allocation scheme [4]. Existing scratch-pad allocation methods are of two types. First, software-caching schemes emulate the workings of a hardware cache in software. Instructions are inserted before each load/store to check the software-maintained cache tags. Such methods incur large overheads in runtime, code size, energy consumption and SRAM space for tags and deliver poor real-time guarantees just like hardware caches. A second category of algorithms partitions variables at compile-time into the two banks. For example, our previous work in [3] derives a provably optimal static a...