Are you trying to add in unattended files and reg tweaks as well? If so, i would suggest trying to use xpcreate JUST to get the install disc patched with all the hotfixes until you have this working, then add additional files only after you are sure xpcreate is working. If you are not putting unattended files, drivers, etc.. in with xpcreate, try unzipping xpcreate into a new directory, redownloading the hotfixes and service pack and running xpcreate from there. Remaining files have sometimes been known to muck things up a bit. If you can find the xpcreate.log file either in the base directory of xpcreate or in the newfiles directory, it would greatly help. Good Luck Blyster