kth6 the first cd is XP Pro and the 2nd cd you need the cmponents folder to make it mce, just stick it in your source folder next to the I386 folder my mce 2005 was preinstalled so no cd's but my GUESS is that you could try to use it in the hotfix addon update of nLite or just go to M$ to download all the addons to make sure you get the latest avail. Also would not see why you could not slip the SP3 as long as it is redistributable package. FYI - am still new to this so if other advise diff use them