We present a graph coloring register allocator de- signed to minimize the number of dynamic memory references. We cover the program with sets of blocks called tiles and group these tiles into a tree reflecting the program's hierarchical control structure. Registers are allocated for each tile using standard graph coloring techniques and the local allocation and conflict information is passed around the tree in a two phase algorithm. This results in an allocation of reg- isters that is sensitive to local usage patterns while retaining a global perspective. Spill code is placed in less frequently executed portions of the program and the choice of variables to spill is based on usage pat- terns between the spills and the reloads rather than usage patterns over the entire program. 1