Foremost, if your clients were purchased with Windows XP(or entitled upgrade to Windows XP) on them prior to april 2003 you might be able to get the TS cals for free via the transition plan: http://www.microsoft.com/windowsserver2003/howtobuy/licensing/tsletter.mspx Terminal Server Licensing Transition Plan Microsoft realizes that the removal of operating system equivalency will affect customers, and is committed to accommodating existing Microsoft customers who would like to take advantage of Windows Server 2003 features. Every Windows XP Professional desktop license that you own on the date of the public launch of Windows Server 2003 (April 24, 2003) will be eligible for a Windows Server 2003 TS CAL. One of following scenarios will apply: Customers with either platform or operating system component Enterprise Agreements (EAs), or Upgrade Advantage (UA) or Software Assurance (SA) coverage for their Windows desktop computers, will be eligible for a Windows Server 2003 TS CAL?plus SA coverage on that TS CAL for each covered desktop owned at the time of the Windows Server 2003 launch. (Customers in this category should read about the details of the transition plan.) Customers who own Windows XP Professional licenses, without upgrade rights?no SA/EA/UA?will be eligible for a Windows Server 2003 TS CAL for each licensed desktop owned at the time of the Windows Server 2003 launch, but will not get upgrade rights on the TS CAL. Here is a link to an MS Whitepaper on upgrading from NT to 2003 http://www.microsoft.com/windowsserver2003/upgrading/nt4/default.mspx and a good page of links on 2003 on the thinwiki.com site http://thethin.net/flexwiki/default.aspx/ThinWiki.Windows2003 Regards, Jim Kenzig http://thin.net Steve Parr <steveparr6@xxxxxxxxxxx> wrote: What will I have to do to prepare the Citrix servers/Farm to operate properly and survive this upgrade? All of the Citrix servers are Windows 2000 Sp3 with Citrix MF XP FR3. I assume licensing could be an issue as well as the changing accounts including the Citrix admin account(will not be an in-place upgrade) ? the network architect is building the A.D. from scratch so will be dealing with all new user accounts. I assume my Citrix Farm can survive this type of upgrade. The ip scheme will stay the same. Thanks in advance for any pointers.\ Steve Parr Network Services, Infrastructure Support, IT Metroland Printing, Publishing and Distributing Ltd.