With the time that has past since you posted this I presume that you found the problem ?? I'm getting the same error except that I get a status 13. TxtSetup.sif is corrupt or missing, status 13. Setup can not continue I used both Win 2003sp1 and Win 2003 R2 - and both Win PE cds have this error. I realize that this isn't the program directions that you used but maybe we have common solution to a common problem ??? I built my CDs based on this article http://searchwincomputing.techtarget.com/t...1091930,00.html Create a custom copy of a Windows PE CD, Paul Davey, Contributor, 08.17.2005 It loads in to a RAM drive, kinda neat if I can get it to work.. Any help will be greatly appreciated 'I'm just tryin to get WinPE to vork' Mikeee