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This thread was a HUGE help - just a little further info for anyone else facing the same problems.... After copying your WPA files, You DO need an active internet connection to re-activate - I tried several times without an internet connection and it wouldn't work Here are detailed steps.... I was actually doing a dual-boot setup - installing Windows XP twice on one harddrive - one is for normal office work, the other installation for audio recording I installed the first win xp, then used the same disc to install the OS again on a different partition. I booted into the first installation & activated it, then copied the WPA.bak & WPA.dbl files from \Windows\system32 into the system32 folder on the second partition When I restarted and booted in to the second partition, the error message came up saying that I needed to activate before i could use it - I clicked "No" - then I was able to start Windows and logon - then I installed my Ethernet drivers & reran the 'Activate Windows' program from the start menu - it took about 2 seconds & worked! --bp