Aha I've found the solution thanks to Vernalex.com, they replied to my email inquiry the same day. If you want to install Office 2003 and have it prompt you for cd-key and activation after using Sysprep here's what you have to do: Use regedit and remove the product code at this location: HKLM\Software\Microsoft\Office\11.0\Registration\{90110409-6000-11D3-8CFE-0150048383C9} (This example is for Office 2003, other versions will be slightly different but you should still easily be able to find the code) Once this is removed the next time you execute any office application it will prompt you for name, cd-key and activation. This works great, my reference drive for duplication is now complete. Guy