Hi Joe I'm a complete newbie at this, but if you're VERY patient you will find that XP will eventually finish installing - my last try at slipstreaming XP Pro SP3 took about 45 minutes to complete the "Registering Components" phase. And that was just with all the latest hotfixes and nothing else. Like you, I understood the Knowledge Base explanation of 'why' it happens but the $OEM$ explanation of 'how' to fix it read like double-dutch to me. My vague understanding is that certain files need to be moved into the $OEM$ structure but I have no idea which ones - I think mostly because I don't even know what question to ask. So we hope some Gurus here can supply some pointers as to where to start, meanwhile I'm still trying to figure it out on my own. And thanking the Big Guy for Virtual PC Good luck