It was a long and tedious process that took about 4 solid working days. Basically I started this effort after many failed XPCreate attempts with the October 12th hotfixes. XPCreate is a great program, but it wasn't really cutting it for me with that last go around of hotfixes. I don't have all the details in front of me now, but here's basically what I did. Some of the file names listed below may not be correct. But you can get the jist of what I did. To slipstream the IE6 into your w2k installation, you need modded XP files (ie.in_, wab50.in_ and msoe.in_), several extracted files from the IE6 installer cabs, a modification to the txtsetup.sif file to add in some additional files, and SFC.dll & SETUPAPI.DLL files located on FDV's website. I then ran XPcreate with a round of hotfixes that I knew worked to get a working source and tested it with a virual pc. Then I copied the files from my IE6 modded installer over (a series of DLLs, infs, exe's and the new txtsetup.sif) to the working source directory. I found out that modding the syssetup.in_ file cannot be modded. The only issue I had with integrating IE6 was that there was no IE icon on the desktop or the quicklaunch area. The quicklaunch block was there, but IE wasn't. IE gets installed and remains a hidden file. The icon can be turned on with a regedit though. Once that was done, I had two or three more hotfixes to further integrate. So I expanded the remaining hotfixes and assembled them all into a work folder overwriting old versions. Once that was done, I began preparing a load of inf files that accompany each of the hotfixes applied, and once w2k is installed, it runs the INFs to put in the registry changes that are needed by each hotfix. Last nite I integrated the MDAC into my source. Directx9 will remain as a stand alone installer for now. The HFNETCHK program says all hotfixes are applied as far as file revisions go, however, windowsupdate said I was missing 5. One was ironed out (some msxml issue). So for now, I'm working on the last of the 4 critical updates to report correctly. I believe my w2k i386 folder was somewhere around 250 meg with all the updates applied. That does NOT include WMP9 series as I hate that program. Total install time of W2k less programs is a whopping 15 minutes. I'm sure it will be less once I nlite it. If you need more details, let me know. I'll start a new thread on how I did it. TommyP