Sorry to ask and run like I did but got pulled off onto another project and only just now am I getting back to this, of course, now that it needs to be completed yesterday The server is a stand-alone machine, hence not on a domain, facing the internet. Individual user accounts can hit the machine from the outside world, after logging in they get dropped in their specific directory (via an ASP script) where they can pick up files. There are no profiles as these users never log on locally. USMT doesn't apply as it is only designed for migrating from 9x & ME to 200x. Here I am trying to go from 2000 to 2003 (different computer) and retain all users, passwords, and directory rights.