In this paper, we develop, analyze, and test a new algorithm for nonlinear least-squares problems. The algorithm uses a BFGS update of the Gauss-Newton Hessian when some heuristics indicate that the Gauss-Newton method may not make a good step. Some important elements are that the secant or quasi-Newton equations considered are not the obvious ones, and the method does not build up a Hessian approximation over several steps. The algorithm can be implemented easily as a modification of any Gauss-Newton code, and it seems to be useful for large residual problems