Hi Tomcat. Rememeber i did i clean install of w2k SP4 (already integrated), so the updates on WU should apply only to w2k SP4. Plus, right after first logon I installed IE6SP1+DX9C+WMP9. I have never seen WU show an update that was superseeded by another (and show the new one too), it only shows the new one. Anyway, I will remove that update, since it's not supported. After a bit of trial-and-error (I had some problems, so i had to make some mods to txtsetup.sif and unattend.txt to reflect the correct paths, since I took the source from a multi-boot cd), I was able to get it working right. The only "problem" is that WU now offers me KB926121 (which I didn't include in HF), should I add it to the mix and re-build? EDIT: I took a look at your list and it was almost identical to mine except for 2 or 3 updates. I dloaded the missing ones and removed the ones not needed. Let's see what WU thinks after i rebuild and install. thanks again. Bye!