Please nrever spread bad or incorrect information... nLite does a better job at everything than MS could ever even imagine doing. Don't hate. In fact, the slipstream method MS recommends isn't even used for making a CD (since, obviously, MS never wants people to burn a Windows CD), it's used to "update" an "installation share". nLite does a better job at actually making it a CD. edit: That KB article you linked ISN'T EVEN RELATED to the post you wrote... but it's probably the solution to this problem... could you at least have said that instead of dissing nLite? OK, so to update this even more, I just looked on the nLite website, and as long as you are using at least v.1.4.5 you should be OK, as nLite claims the problem was fixed. Note that it says that if your using Vista as your host and your using an RTM version (aka "gold"/aka no service packs), you must slipstream SP2 first before slipstreaming SP3. If you've done all that and still have issues, you may want to check the nLite forum, or try to make the CD using an XP host. Well with 20 years experience in this field and a computer programmer at degree level. I have integrated SP3 into all XP discs with command line switches