I used Mimo's list. I believe I had also tried with most hotfixes removed (nothing on any of the update lists). Which two hotfixes are you seeing (that could be enough to "remove" sp3)? In the meantime, I'll try removing ALL hotfixes just to see. About the path, I have tried both. AND yes, I have always done a network (unsupported) install (just see my earlier posts [grin]) and it's always worked great (for the most part). What I do is copy the I386 dir to the hard drive during install (C:\source\i386). I have tried leaving off the path and installing from ISO with the same results. two sources....hmmmm....now that I look at it and go back to Parseus' commet.....I don't remember putting that I386 in REPLACE (now I know I must be getting old). Here I am watching the build process and thinking to myself that the files it was showing as "replace\xxxx" were files from say the WORK directory. ....I guess THAT must be causing my problem. Will remove and try again. Thanks guys.