Those are the files that XP used, they're exactly the same ones, but expanded and renamed already... just make the changes working with those files, compress them using "makecab filename" (opposite of expand) and replace the originals in the \i386 folder of the source. EDIT: During the first oobe run, it uses the files mslogo.jpg (top logo), newbtmX.jpg (bottom background), newmarkX.jpg (center background), newtopX.jpg (top background, mslogo.jpg is overlayed). I do not know for sure whether it uses the "1" set (newbtm1.jpg, newmark1.jpg, newtop1.jpg) or the "8" set. While you are at it, the Windows Product Activation (oobe.exe /a) backgrounds can also be modified there, the file names being wpaback.jpg, wpabtm.jpg, wpaflag.jpg, wpakey.jpg, wpatop.jpg It seems the setup text can be modified by editting \i386\usetup.exe with a resources editor.