Hello, Have you ever tried to make an answer file for your SysPrep? You can do so by running the setupmgr.exe which is part of the deploy tools on the XP CD. I've never been prompted from the XP Cd nor the CD Key (which is in the SysPrep answer file I always create with setupmgr.exe). Look for an updated version of the MS Deploy tools there: http://support.microsoft.com/?id=838080