I'm using rsync 2.6. Last night I started using the -files-from option. It took 6 hours to complete. Total of 126,000 files, 30gb. This was on a local network. I started another rsync process this morning (same system as above) and it's still building the file list after about 5 hours. This shouldn't be the case with 126,000 files, should it? I hear of delays when the file list is in the millions. Based on what I've read in previous posts, rsync may be having trouble walking the file list? This is on a samba file share, but I've got a few others doing this with samba with around 100,000 files that work fairly quick. The only new thing here is the -files-from option. Is there anything else I could be missing? Here is the command I'm using: system ( "/usr/local/bin/rsync", "/share/", "/backup/Current/", "--stats", "--recursive", "--partial", "--archive", "--files-from=/var/www/html/backup/new-adlist.txt", "--exclude-from=/scripts/include/master-exclude", "-v" ); Thanks, Max