@alanoll, nuhi, others: Open LAYOUT.INF in 2k / xp. Search for "layout" In 2k: layout.inf = 2,,244801,,,,_x,20,0,0 In XP: layout.inf = 100,,408600,,,,_x,20,0,0,,1,20 In either case, that "_x" tells the installation to check the filesize. If there is a mismatch, the install will bomb. If the "_x" is missing, setup will not check. So in other words, layout.inf is checking itself. Either correcting the filesize or removing the "_x" will solve the problem. In fact, just totally removing the "_x" from every line that has it in the entire file is, I found in my own IE removal files for win2k, avoids any nasty surprises. Other notes: first number is what "disk" the installation is told to look on. Since it's all on CD, you can change that 2 or 100 in both cases to a 1. Slipstreaming makes this change (and it's one easy way to see what files got modified.) At the beginning of the file, you'll see that: 100 = %spcdname%,%spcdtagfilei%,,\i386,1 and 1 = %cdname%,%cdtagfilei%,,\i386 But they're really both the same CD, so you can change many 100's to 1's, or you can change the 100 line to: 100 = %cdname%,%cdtagfilei%,,\i386 This way, you can start on a process to eliminate having to have that win51ip.SP2 file in the root of the CD (you have to do a few other things as well in other files too). A 100 also tells the install to look, in some cases (such as drivers that have been fixed by a service pack) to look into SP2.CAB versus DRIVER.CAB. With Nuhi's driver consolidation, I'm sure that this inefficent method by Microsoft will be eliminated at some point. The 20 is obvious, it's the destination directory. The next zero, I'm not sure. The next zero after that (the last one in the 2k line, the second after the 20 in the XP line) means that the filename ends normally; if that number is a three, it means that the file name ends in an underscore. Underscore files do NOT have to be compressed, although it does save space on the CD. I have a 2k CD I made that installs VERY VERY quickly, because (as a test) I expanded and then renamed many large files back to ending in an underscore. Windows just thinks the file(s) are zero percent compressed. The ,,1,20 in the XP line I am not sure about, but there is really no reason to keep it--we need to avoid having this file check itself, so the best thing to do is to change it to: (xp example) layout.inf = 100,,408600,,,,,20,0,0 This way, we can edit this file as we like and setup won't bomb. THEN (we're not done!!!) we remove several garbage entries like: "mediactr.cab = 3,,99770897,,,,_x,,3,3" (notice the _x, that has to be removed, but in our case, we want the whole line out anyway.) either commenting the line with a semicolon first, or deleting it entirely, will prevent XP's setup from copying the file on the CD to the hard drive. That file is HUGE, and if we delete it and other files like it, setup will FLY. No sense in copying files if we're not going to use them anyway. Best, FDV My tutorial on removing IE and a WHOLE LOT of other things from Win2k