It is an XP Pro Upgrade disc. Normally during installation, when it asks, I throw in a copy of Win NT 4.0 and everything's good. Do I have as issue using an upgrade disk trying to create a bootable disk. What I don't understand is my upgrade disk boots fine. I'm not looking for an unattended install disk. I plan on being in front of the puter for the F6 prompt, as well as the "Insert former Windows Disk" prompt. I just don't want to have to DL forever to get all the SP's. Does that make sense?