I'd make the 2003 X64 server the primary domain controller and purchase 2003 licenses for the other 2 servers and cals for all the workstations, it is a much more stable and secure environment. The upgrade path for advanced server 2000 is quite expensive and it doesn't compare, just get a new copy of 2003 server Standard for the 2000 Advanced (you don't need it for 60 ws that is overkil) and reset the thing up as a bdc once you promoted the 2003 x64 server to a PDC. Then you can just do an in place upgrade for the member server to 2003. Answers to your questions as far as I know: 1. No if a 2000 machine is connecting to a 2003 server you need the 2003 cal 2. Just need plain 2003 cals unless the workstations are X64 I believe. Also are any of these workstations terminal server cals? If you meet certain conditions you can transfer them over to 2003 TS cals for free if you purchased them at a certain time. http://www.microsoft.com/windowsserver2003/howtobuy/licensing/tscaltransfaq.mspx Run the product licensing advisor and see what you get http://www.microsoft.com/licensing/mplahome.mspx Do you use Volume licensing and eopen? Chris Berry <chris_berry-list-windows2000@xxxxxxxxxxxxxxxxx> wrote: Currently we have the following: 1 MS Windows 2000 Server configured as a member server 1 MS Windows 2000 Advanced Server configured as a domain controller 1 MS Windows 2003x64 Standard Edition Server configured as a member server Approximately 60 workstations All need contact with the domain controller A few need contact with the 2000 member server Most need contact with the 2003x64 server 70 Win 2000 CALS in per seat mode We're looking to add workstations and need to buy more CALS. Two questions: 1) Am I legal in my current licensing with regards to the 2003x64 server? 2) When buying extra CALS, do I need 2003x64 CALS, or can I continue using 2000 CALS. The new ones are 3x more expensive. -- Chris Berry chris_berry@xxxxxxxxxxxxxxxxx Information Advisory Manager JM Associates ?If you have a strong enough why you can bear almost any how.? --Nietzsche ***************************** New Site from The Kenzig Group! Windows Vista Links, list options and info are available at: http://www.VistaPop.com ***************************** To Unsubscribe, set digest or vacation mode or view archives use the below link. http://thethin.net/win2000list.cfm Jim Kenzig CEO The Kenzig Group http://www.kenzig.com Sponsorships Available! Blog: http://www.techblink.com Terminal Services Downloads: http://www.thinhelp.com Windows Vista: http://www.VistaPop.com Virtualization: http://www.virtualize-it.com Games: http://www.stressedpuppy.com