So what's happening is this. I get through to the i386 folder, then make the necessary changes, and then explore, modify the winnt.sif file, all good so far. This is what I did for my WinXP ISO too, and that worked. BUT when Win2k3 server goes through the initial stages it keeps requesting of me, the old Win2K server or NT 4.0 CD Rom to prove upgrade ability. But this is all being done from brand spanking, not Upgrade only source files. Help? Cheers, Malc.