I install vmware tools at RunOnceEx. I'll give you what I did to get it to work. I have an "Apps" folder on my DVD with all the programs I install. If you don't do this, then you'll have to modify for your method. Take the windows.iso, and extract the contents to a folder named "VMWare Tools". How ever you call your installs, you'll need to modify this command line (I use Wise9, but no one else does, so you have to figure it out for your method): %SYS32%\msiexec.exe /i "%CDROM%\Apps\VMWare Tools\VMware Tools.msi" /qb NOTE: You want to call this with some kind of "Wait" command, so your install will wait for it to finish, before going on. If you use "/qn" instead of "/qb" it will auto restart after the install is done. I don't want it to restart right there, so I pass it the "/qb" switch. I then have an AutoIt script that waits for the popup prompt asking if it can reboot the system, and it tells it no. Here is the code for the autoit script: LOOP: Sleep, 1000 IfWinExist, System Settings Change, , Goto, SYSTEM IfWinExist, VMware Tools, You must restart, Goto, VMWARE Goto, LOOP SYSTEM: WinWaitActive, System Settings Change Send, !n goto, LOOP VMWARE: WinWaitActive, VMware Tools, You must restart Send, !n Goto, LOOP I call this script before I call the VMware Tools with "Wait". I'll attach the compiled exe and source of this script below. Hope this helps. script.zip