Here's my personal favorite Web Directory. If for nothing else, the Free phpLD Mods and the free phpld template categories is enough to do it for me. I also love the fact that it is WC3 XHTML valid, and that they offer a plethera of features, including a 'site of the day', and the 'latest world news' rss feed. They also provide a list of todays 'top referrers', as well as 'all time top referrers'. And they have some pretty cool sort functions, such as the most visited websites, and the latest featured websites. Other directory owners should take note, this is the way to approach building a directory.