I've been trying to integrate. This is what I've found so far, hope it helps. SP3 has upates for the core files of MCE, but doesn't update them for some reason during integration. Extract CD1 to folder [CD1] Copy CMPNENTS folder from cd2 to cd1 folder Integrate SP3 Extract sp3.exe [sP3] Go to extracted SP3 folder SP3\i386\root\cmpnents\mediactr\i386 Expand all the xx.XX_ files then delete them, leaving only expanded files and the .cab and .exe file/files Go to CMPNENTS\MEDIACTR\I386 in CD1 folder Extract the MEDIACTR.CAB then delete cab Copy the expanded files from SP3 folder to \CMPNENTS\MEDIACTR\I386 overwriting files when needed Now select all files and remake the MEDIACTR.CAB and delete expanded files once cab file made Make ISO Installs without errors, the setuperr log will be clean and all the core files will be 5512. WIll be WMP 2002 SP3 [files in c:\WINDOWS\ehome folder will be 5.1.2600.5512] WMP11 won't install, but WMP10 will. Try any of the rollup patches and will say need Wrong Version need MCE 2005. Been able to integrate WMP11 with KB941569 And IE7 with KB947864 also Worried if updates will be offered later when done this way. Only tested in Virtual.