Hi all, long time reader first time poster you know the usual Got this interesting one tonight trying to integrate SP3 into XP Pro x64 SP2... its got me scratching my head what is causing it.. i have tried via nlite and using cmd to slip it manually (C:\SP3.exe -s:C:\XP64SP3) any thoughts?? I have downloaded the SP3 files from M$ twice now and same both times. I am doing all of this in VMWare under XP Pro x64 because when i did it under XP Pro x86 it gave an error saying it needed to be done in a x64 environment..