Thanks for the quick replies. It must be that the key was blacklisted by the Service Pack. I know that the key works with the install disk that I have as long as I don't have the SP2 updates on it because I installed it that way before. However, it is not the original product key for THIS system and it will not pass the WGA so once my installation is complete, I then run the Service Pack Update tool from windows and update it to the actual product key for this machine and WGA then passes. I have to install this way because my disk for this windows license is missing and can not be found. I have torn the house apart looking for it for days now. I would just use the method I listed above, but I am trying to set up a dual boot Windows 7 & XP Pro system. After I set up the partitions for each system, the XP installation does not recognize the the drive partitions unless I have integrated the SP2 updates.