hello chris b. and daroga, Well I tried it and it worked but I had problems during and after the install; here's what happened: First, the installer informed me that it couldn't find any hard drives so I restarted, pressed F6, and installed them from floppy. Next, I was informed that certain language related DLLs could not be extracted and since I setup nlite to exclude them, I opted to continue. However, once done, I started to recieve a Windows warning that some critical files (not specifically identified) had been replaced by an unknown source and I was asked if I wanted to correct this situation. At this point, I gave up and did a normal reinstall; however, I wonder if thes files were, in fact, related to the 'not yet official' SP3 RC1? Your thoughts and comments would be appreciated. Thanks, pagroundhog