Hi ArmyDoc, 1) If you are trying to install all the OfficeXP applications then you would need all the previous office exe files, if I remember correctly I tried to remove some and it failed. However I didn't need access or outlook from the previous version even though I am installing OfficeXP professional, I guess 3 is enough for MS . 2) I use autoIT to install OfficeXP so when the install fails because it cannot find the previous office I have mapped a drive on my unattended DVD to B: drive so autoIT then tells officeXP to look in B: for the files. As long as you can tell OfficeXP where the previous version files are you can put them anywhere you want but this method was easiest for me. 3) See above, files don't need to be on the system drive. Cheers SteBro