liquid - do a google search. there are ways to strip SP2 from your windows install CD i believe, not sure but i could have sworn i saw them while searching for how to streamline SP2 into my windows xp pro install cd (the exact opposite). btw, many techies recommend you keep your pagefile in powers of 8... so 1536 megs, not 1500. i doubt it makes much of a difference but it cant hurt :)