I do the same as cluberti, although my XPHome source is SP1a. I read this on another forum, I forget which one. "SP3, unlike previous service packs, has a prerequisite. Do not slipstream directly to XP Gold (original release with no service packs). SP3 requires at least SP1 in order to slipstream. Slipstreaming will work but it will not result in a correct OS when completed. The reason is that the SP1 and SP2 installers wrote changes to the XP Gold kernel files that were not contained in any updates before or since. For reasons known only to MS these changes are not repeated by the SP3 installer and so to get a correct OS these old changes need to be made before SP3 is applied; thus, the minimum requirement of SP1 or later." Any chance this guy is right? Dave