I would like to join themaritimeman in thanking you, submix8c in providing the switches to use with the windows update agent command. I had went through this guide 4 or 5 times in a VirtualBox guest trying to keep from doing the workaround for the later version of Windows Update Agent not working with 2000 & then when that didn't work, trying to use the workaround. I had a CD from Microsoft that came out in 2004 called Security 9 that had SP4 on it as well as IE6SP1 & some other stuff so at 1 point I thought that the stuff on the CD was messed up. In the end though I just executed "wua.exe /quiet /norestart /wuforce" in a command prompt box & everything just took off from there!!! The Background Intelligent Transfer Service/WinHTTP & Microsoft Windows Installer 3.1 updates came up almost immediately wanting to be installed & with the install of those & after the required restart it is currently, as I write, downloading the huge update batch that the OS now needs (8% right now). Thanks again!!!