i've had the same problem m$ told me to not put the oemfilespath inside the winnt.sif file and create the $OEM$ with a $1 underneath it and put the stuff i want to copy to machine under the dir $1 thats working then. i.e. $OEM$ -> $1 -> Install -> Settings.vbs A folder called Install will be on the root c:\ after installing with the slipstreamed sp2 cd.