R2 is not an OS, its a bundle of tools for large scale managing of network systems. You have Server 2003 SP1 + R2 in the case. 2 Separate CDs. Its an addon pack. Theres no such thing as Server 2003 R2. Its just server 2003 with R2. More info: http://www.winsupersite.com/faq/win2003_r2.asp Look on the site. Lists all the tools it comes with. Ironically, they are also tools you will never use unless you run a large, complex network. R2 is primarily designed to combine the gold version of Windows Server 2003 with Windows Server 2003 Service Pack 1 (SP1) and the various out-of-band updates, now called Feature Packs, that Microsoft has shipped since Windows 2003 was first released. According to Microsoft, these Feature Packs include: Active Directory Application Mode (ADAM). A light run-time mode for Active Directory designed specifically for deploying secure, directory-based applications. Automated Deployment Services (ADS). A set of Microsoft imaging tools designed to help you rapidly deploy Windows 2000 Server and Windows Server 2003 remotely onto bare-metal servers. ADS also features a remote script execution framework that helps administrators perform script-based management tasks on hundreds of servers as easily as they once did on a single server. DSML Services for Windows (DSML). Enables Active Directory access using SOAP over HTTP. Identity Integration Feature Pack (IIFP). Manages identities and user details across Active Directory, Active Directory Application Mode (ADAM), Microsoft Exchange 2000 Server, and Exchange Server 2003 environments. Remote Control Add-on for Active Directory Users and Computers. An add-on that adds the option to right-click a computer account in the Active Directory MMC and choose Remote Control on that computer by opening a Terminal/Remote Desktop connection to that computer. Services for NetWare 5.02 SP2. A cumulative set of updates and services that have been offered since the release of Services for Netware 5.01 SP 1. Shadow Copy Client. A client update that lets Windows versions earlier than Windows Server 2003 take advantage of the intelligent file storage capabilities of the Shadow Copies of Shared Folders feature. Windows Rights Management Services (Windows RMS). An information protection technology that works with RMS-enabled applications to help safeguard digital information from unauthorized useâ€â€both online and offline, inside and outside of the firewall. Windows Rights Management Services Client. The client code for Windows RMS. Windows SharePoint Services. A powerful Web-based team collaboration environment. The R2 version will include TrustBridge compatibility for sharing information with partner companies and customers. Windows System Resource Manager (WSRM). Provides resource management and enables the allocation of resources among multiple applications based on business priorities.