Thanks for that 911Medic.... Will give it a go, I Decided to start d/l each one separately, but the wife said she needs to go on me other p.c. but i made a start and got the first 20 or so, don't know if this is the right thing to do. Yes, I have an OEM SLP cd, which i made following the instructions from this site, and included the wallpaper from the old machine as well. I used the "Source 2: Retail PRO CD Or ISO Image" method. I surprised myself, when it worked. Installed like a dream, but i wasn't anticipating their being so many high priority updates required. and i also noticed another authentication checker half way down the list, probably for all those people that don't worry about what their installing onto their p.c.'s. I prefer to read each one, and to see if i really need it or not. I'll let you know how i get on.... thanks for the help. ttfn sadsack