i have solved the SP3 problem, inside the TXTSETUP.SIF files there are some references to sp2.cab. the easiest thing to do is jsut copy the TXTSETUP file out of the W2KSP3 files. They are in the IP (Pro) IS (Server), and IA (Adv Server). Then just update the location of the setup from \"\" to the UENGLISH?? location.
Anyway, I recieve another issue now, when i try setting up on of the OS\'s, it gets all the way to where it asks if I want to Setup, Repair, or

. I hit enter, and it tells me it cant find a previous version of windows, and that i need to put in my nt3.51, nt4.0, w95, or w98 cd to verify i am entitled to the upgrade... This didnt happen on the sp2 bootable discs i made of these separetely. Also, I have a winnt.sif file in the root directory.. is this the proper location?
thanks for the great topic and info.
louis