I just used this from version 7.0.19 Copy your XP CD to a point on your HDD (ie, C:\xpcd) expand SWFLASH.IN_ from the i386 directory like this: expand -r SWFLASH.IN_ c:\ Copy SWFLASH.INI from C:\ to your desktop and then edit SWFLASH.INI so that the VersionNumber line in the [strings] section looks like this: VersionNumber = "7,0,19,0" Next, extract the Flash.ocx file from the swflash.cab (downloaded from the macromedia.com website) onto the desktop, and rename it to SWFLASH.OCX Once you've done that, use makecab to compact it and rename it, like this: makecab SWFLASH.OCX You will also need to compact the SWFLASH.INI file with makecab, like this: makecab SWFLASH.INI There should now be a file named SWFLASH.OC_ on the desktop, as well as SWFLASH.IN_ Copy SWFLASH.OC_ and SWFLASH.IN_ into the i386 directory and overwrite the ones already there. Now you can burn your CD and you'll have updated Flash Player