OK so for 64 bit versions of windows we need to do probably these steps: Create "AIO-DVD\SETUP\XYZ\" Copy the entire cd to the XYZ folder Create "AIO-DVD\ABCD\" Create "AIO-DVD\EFGHI\" Copy all files (or only those needed) from "AIO-DVD\SETUP\XYZ\I386\" to "AIO-DVD\ABCD\" Copy all files (or only those needed) from "AIO-DVD\SETUP\XYZ\AMD64\" to "AIO-DVD\EFGHI\" Take the original setupldr.bin of win2003 32bit with no sp1, replace all instances of "I386" with "ABCD", replace "\AMD64" with "\EFGHI" and "AMD64\" with "EFGHI\" and save it in "AIO-DVD\ABCD\" Take the regular boot sector file, replace "I386" with "ABCD" and save it as "ABCD.BIN" in "AIO-DVD\" Copy "WIN51" and "WIN51??" from "AIO-DVD\SETUP\XYZ\" to "AIO-DVD\" Edit "AIO-DVD\EFGHI\TXTSETUP.SIF" and change SetupSourcePath = "\" to SetupSourcePath = "\SETUP\XYZ\" Alanoll can you please "dir /s/b" every folder matching ABCD, EFGHI in the cd you have so we can see which are the "only those needed files" mentioned above? Also please compare "\ROOT\XYZ\I386\" to "\ABCD\" and "\ROOT\XYZ\AMD64\" to "AIO-DVD\EFGHI\" with a program like Beyond Compare (doing binary comparison and not datetime,size comparison) to make sure that only setupldr.bin and txtsetup.sif are modified.