I have successfully slipstreamed SP3 with my plain old XP Pro CD. This has worked fine. After the install with the new CD, when I do the Automatic updates, I am still being prompted to install SP3. I have tested this a couple of times and it seems to break a lot of the customizations I have done with nLite. Is anyone else having the same issue? I did a few searches and all I find are problems with the Key, mine worked just fine. Before I install the SP3 suggested by "Automatic updates", when I look at my "System properties", I see: Service Pack 3, v.3264 Is this correct ? Why am I being asked to install it again ? Any help on this would be great. Thank you.