note BUU Er, why on earth do you tell him to use [while] and then to use while to do the exact same thing the [for] loop had been doing previously? Your method is still going to need to build the 17,000 element list and iterate over it, it just uses a more explicit form. A rewrite which gets around this would be simply: <code> while(my $x = <*.*>) { do_stuff($x); } </code> This will only read a single file at a time and has no need to create huge lists. 295965 295973