Thanks for your reply and advice DarkTemplar! Much appreciated! To clarify, I am not seeing BSOD at anytime, rather after it downloads the image 100%, runs through the mini-setup 100%, just a seemlingly perfect deployment of the image, it bootloops after its setup completion. I have built/rebuilt individual XP SP3 images from scratch for each type....SATA and IDE. Here's a summary of what I do and happens. (for any board) 1) Boot to and install Windows XP SP3 from OEM CD 2) Install Intel LAN, Graphics, Chipset and Audio drivers. (from Intel CD that came with each OEM PC AND have also tried latest from Intel site) 3) Download and install all Microsoft updates (high priority and several custom/optional) 4) Install and configure the most common and latest end-user apps & corporate preferences. (Adobe Reader, Adobe Flash, Sun Java, IM chat client, etc) No reg hacks, scripts, or local group policy. 5) Create "all users" desktop shortcuts to various intranet and client sites. 6) Create a folder named "sysprep" on the root of C:\ and extract the contents of deploy.cab (SysPrep SP3) into this directory. 7) Run SetupMgr (from the extracted files) to create the sysprep.inf file. I choose SysPrep, XP Professional, NOT fully automated, and use default settings for almost everything else. (no domain join, no add'l commands or scripts, etc.) The sysprep.inf is created and saved into this directory automatically. 8) Open command prompt, and the exact command is I run is.: sysprep.exe - mini -reseal -shutdown 9) After several seconds sysprep does it's thing and the machine shuts down. 10) Power up the box again, PXE boot w/ F12, loads boot files okay, and on the very first screen that appears, I hit Shift+F10 to open the imageX command box. I type "wdscapture" and hit enter. Select volume C:, name the image, provide a description then upload it to the WDS server. 11) Verify the image is present, online and ready to deploy on the WDS 2008 server. 12) I go grab any one of our 250 D915GLVG boxes with SATA or IDE from the floor, PXE boot w/ F12, loads boot files okay, and I run through a non-fully automated setup (as intended). Upon Windows confirming setup is complete 100%, it restarts as usual.....then restarts......then restarts.....indefinitely. The only "trick" I have tried is running sysprep -bmsd so that my sysprep.inf file is autopopulated with a long list of mass storage drivers under the appropriate section I created. Unfortunately, that was a no-go. Thanks again for any help you can provide.