I tried Nlite on the HFSLIP modified W2K folder to see if it could add the 2 remaining updates, but got the same results. And when I test installed the 2 updates that didn't integrate properly did install successfully on the machine just running them from the desktop (or windows update, I've been wiping and reinstalling quite a few times trying to get this right). so the files themselves work, and if no one else has this problem I can only guess offhand that I'm missing something I'm doing wrong. txt version of my log file attached. HFSLIP.TXT