Upgrading the PDC as mentioned with Win2K initial installation causes Windows 2000 to function as a PDC emulator. Depending on the number of users you have on your EX5.5 box (I assume you have one EX5.5 server only) you essentially have 3 choices: 1. Performing an upgrade in place of your EX5.5 server (after upgrading the box to Windows 2000) OR; 2. Installing a brand new box with a fresh copy of E2K Server (in the same site) move mailbox between servers. (ADC will be required in this instance) OR; 3. Depending on the number of users (we had 120 users and did this) - we created PST files for each user over a weekend. We fully trashed the old NT4 box including Exchange 5.5. Re-Built our machine with Win2K as the next DC, GC etc and installed a clean copy of Exchange 2000 (without ADC) then set E2K in native mode whilst still running AD in Mixed mode. We then imported all users' PST files. The only thing to condider is that if a user replies to an old email they will have to re-select the recipient from the GAL. We took the time to set up our AD properly etc. This is a longer process but it provided us with a complete safety factor in that if we screwed up big time, we still had our users email. Of course none of this is in the text book and the reason why we did it was because upgrade in place of EX5.5 failed many times in our test lab. It made sense for us to play it safe. The other reason we did it was because our server really needed to be cleaned up and slightly larger disks added. I recommend that you set up a test lab and prove things for yourself. Bill