#1 ouch, it doesn't quite work like that, sorry. (I am suprised SP3 slipstreamed in fine) #2 You should "Clean" the disk out before slipping SP3 and the rest in. OEM disks include ALOT of junk. #3 Remember SP3 is not final yet. You'll have to wait at least 10 more days to get the final version! Without the final version you'll have a timebomb disk that will quit working in 6 months or less. To clean the disk: Copy ONLY the i386 folder and the win51 files to a folder on your drive. Open i386 folder and delete the svcpack folder and svcpack.in_, then hope the OEM didn't use some really funky type on integration for other stuff. Using nLite (found on this forum) and Windows Media Player 11 (Also found here) slipstream, clean and update your cd. Then use it to make a bootable CD. When did OEM licenses become transferrable? I was not aware that was legal now. http://www.michaelstevenstech.com/oemeula.htm