My problem seems to be "similar" but not quite. I point the program to the OEM XP64 SP1 install disk that I have, and it asks for the folder on my hard disk where I'd like the files to go.. C:\XP64 ...then it copies all the install disk to this folder. At this stage, C:\XP64\i386 now exists along with all the files in it. When it asks for the service pack, I point it to my freshly downloaded Windows XP Service Pack 3 Network Installation Package for IT Professionals and Developers. It extracts all the files to a temp folder, then pauses a few seconds, and I get an error box saying that some or all of the files did not copy. I have a jpg copy of the error box at home, and will post it here tonight. Has anyone experienced this before? Anyone know anything I'm doing wrong?