i misread what he said, but thats still small, my windows folder + docs and settings are like 600MB and i have about 90% of nLites options selected, everything except video & sound drivers & scsi drivers & wordpad, and terminal service Edit, the windows folder on my regular XP install is almost 2GB , so it does save an emense amount of room (i have the exact same stuff on my vmware unattended install as i do my regular xp, so i can be sure its all gonna play nice together)