Herschel, I do this all the time for my work. The marvel which does everything you are asking for and much much more is called ZTree www.ztree.com the shareware incarnation of XTree Gold. I cannot work without that tool on any Windows machine. For directory comparisons -- it allows you to compare directories, branches of directories and subdirectories, individual files, and so on. It has an integrated visual diff, so you can see conent of two files side by side with differences higlighted, but that is not what you are looking for. For example, in comparison of two direcotories, you can set the comparator to compare file name, date, time, size and optionally to compare the internal content for each file with the name. Then at the end you end up with tagged files in one directory which are unique and/or identical and/or newer and/or older and so on. Then you can work with the tagged files (copy, move, delete, etc.). The tool is extremely powerful in manipulating files and directories. For example, I am taking digital snapshots along my film shooting, a lot of vertical ones. The Canon import utility keeps the originals, but creates the *_r1.jpg files after it rotates them vertically. By using ZTree and its batch creating capability, I can safely get rid of the non-rotated ones in about half a minute no matter how many are there. Just an example. Making lists of tagged files is simple as few keystrokes and so on and on. The task you have (comparing two folders, establishing which files are most recently modified and merging the folders) would take a minute or two in the tool. I hope this helps. Martin -----Original Message----- From: owner-photoforum@xxxxxxxxxxxxxxxxxxxxxx [mailto:owner-photoforum@xxxxxxxxxxxxxxxxxxxxxx]On Behalf Of herschel mair Sent: Thursday, May 19, 2005 7:31 PM To: List for Photo/Imaging Educators - Professionals - Students Subject: file comparison software Is the software for windows that can compare two folders and establish which files are most recently modified. I have two folders with many of the same files . Some more recently modified. and I want to merge the two. any help appreciated Herschel