Found the problem, so thought I should post it just incase someone makes my same silly mistake. Don't use this: [Unattended] UnattendMode=GuiAttended For whatever reason, when 'GuiAttended' is used xp ignores dir location/name set for Program Files and uses the default name and location instead. Below is another silly error: TargetPath="C:\WinXP" ;This works I had this in the above post but no it does not work. The error during intial install will be: windows can't install to: '\C:' I always used the standard syntax, 'TargetPath=\WinXP' but for some odd reason I included the drive letter surrounded with quotes in my last cd (coaster) but actually didn't test it before I made the original post. I had assumed, "c:\winxp" would work the same as the syntax used for ProfilesDir. I guess one should never assume anything. Anyway, hope the above will help someone from making my same mistakes.