Answer. 65,000 files in 12,000 directories. Takes 2 1/2 mins reduced to 2mins 10sec by better calling of subs as suggested by one of the replies. OS is Win2000, NTFS, Perl is version 5.005_02. Windows takes about 2 mins to seach all files with indexing on so I am guessing at so many files this is as fast as can expect. I was wondering if there was something obvious I was missing, there is lots of files take time to search... Thanks Paw