Dan, I *just* installed SP1 on W2K3 in VMWare (5.5) this morning. No problems. I wouldn't think there's really any specific differences between VMWare and Virtual PC that would cause a service pack installation failure. Is the SP1 installer crashing or is it giving an access denied error at the very end of the install and then reverting? Cordially yours, Jerry G. Young II MCSE (4.0/W2K) Atlanta EES Implementation Team Lead HHS Engineering Unisys 11493 Sunset Hills Rd. Reston, VA 20190 Office: 703-579-2727 Cell: 703-625-1468 THIS COMMUNICATION MAY CONTAIN CONFIDENTIAL AND/OR OTHERWISE PROPRIETARY MATERIAL and is thus for use only by the intended recipient. If you received this in error, please contact the sender and delete the e-mail and its attachments from all computers. ________________________________ From: Ball, Dan [mailto:DBall@xxxxxxxxxxx] Sent: Monday, March 13, 2006 1:40 PM To: [ISAserver.org Discussion List] Subject: [isalist] RE: Virtual Server Test Lab? http://www.ISAserver.org No problem... By the way... Anyone experience problems with installing Windows 2003 SP1 on a Virtual PC computer? I want to install and test out ISA 2006, but it won't install without SP1 installed first, and every time I try to install SP1 it crashes right at that end and uninstalls everything. I suppose I'll have to order a new Server 2003 CD with SP1 already installed...