???"added the sp3"???1 - make a folder 2 - copy [files] to it 3 - copy I386 folder to it 4 - run nLite 5 - in nLite, point to the folder 6 - in nLite, point to the SP3.EXE (to Integrate) 7 - DONE!!! Surely, you aren't copying the SP3.EXE Service Pack File to the "folder"... NO NO NO!!! You will be unnecessarily adding roughly 300mb to the CD! nLite INTEGRATES it into the I386 (replaces the older files with the newer SP3)!!! (There's your extra megabytes IF you are...) Go here and do a little reading...