Thanks. I'm about to start doing this.. QUOTE(sleepnmojo @ Nov 17 2004, 09:02 AM) Check to see if they have any hotfixes on the cd. If they do, you need to take them out before doing the upgrade. Look for a svcpack or hotfixes folder in the i386 folder. Just delete it. Should fix the problem. I did this a while ago with a Dell OEM CD. Like sleepnmojo said, delete the hotfixes. There will also be a bunch of files in the I386 folder that need to be deleted - they all begin with either KB###### or Q###### (# indicating the wildcard is a number). You also have to clean up svcpack.inf to remove references to the hotfixes, and then makecab the cleaned svcpack.inf back to svcpack.in_. From my experience, SP2 won't update the files if svcpack.inf is expanded, but once it's cabbed, it will. There may also be some stuff in the $OEM$ file that needs cleaned. I THINK this is what I did, I'm at work now and can't remember exactly...I can look when I get home. Okay?