Yes it does, you're right mikeh420 Can I strategically delete stuff to trim it down? Is there a list available of safe files to remove please? Since I am running a homemade system should I simply delete all the compaq folders? I seriously appreciate your comments by the way. ***************************************************************** Er, that idea seems to be easier said than done having just looked in all the folders Well, I am going to remain mute for now. Thank you! update: just discovered, "This is caused by the fact that my Windows XP CD contains updates that will be automatically installed when I run setup. This type of CD will usually be from larger OEM suppliers (like Dell, HP, or others). You cannot use this type of CD to create a slipstreamed SP2 install." I'm out, peace and thank you