I have gone back to the orginal source cd. It is an OEM cd. I am using the network install version of SP3, WindowsXP-KB936929-SP3-x86-ENU.exe. My stuff is in "E:\My XP Install CD". Previously, I was using an iso I created with nLite and SP2. I edit I386\SETUPP.INI by replacing 'OEM' with '000' and that allows me to use my MSDN key. I also integrate the MSDN key. A CDROM drive ate my old MSDN CD. I've tried slipstreaming SP3 into the cd with the OEM to 000 change. I've also also tried with the original cd contents with no change. I've also tried slipstreaming SP3 into my previous compilation with SP2 already slipstreamed in. I get the same result for all three. Prompted for SP3 CD when I boot from the cd. I'm in the process of trying other combos.