It's funny you guys recommended using a while loop, as thats originally what I did in fact use. I'm assuming that when I had: -e <$upload_dir/$filename2 . "~" . $inc>; compared to your -e $upload_dir . '/' . $filename2 . '~' . $inc that it was possibly not matching the appended string correctly, and that may be where my problem was. But, after pasting in monsieur's code I was in fact incrementing correctly, Thanks Alot guys!