Never mind -I fixed it. Turns out that VMWare virtual SCSI controllers aren't supported natively by W2K3 and the unhelpful error message is the evidence. -----Original Message----- From: windows2000-bounce@xxxxxxxxxxxxx [mailto:windows2000-bounce@xxxxxxxxxxxxx]On Behalf Of Angus Macdonald Sent: 21 March 2007 12:10 To: windows2000@xxxxxxxxxxxxx Subject: [windows2000] Upgrading AD to W2K3 - problem I've started the process of upgrading our elderly W2K AD to W2K3 but have hit a snag. Here's what I've done so far: Purchased hardware Setup a VMWare W2K SP4 server on the W2K domain Made the virtual server the schema master and IM and waited a few days Taken the virtual server off the network Run adprep /forestprep and adprep /domainprep to prepare AD Joined the network again Waited for and verified replication throughout the domain All good so far, no errors or problems. However, whenever I try to upgrade the virtual server to W2K3 (with or without SP1) I get the following error towards the end of the process, ""setup failed to install the product catalogs". This is a fatal error and installation fails. Since I'm using a virtual server it's easy to roll back to W2K. Can anyone suggest (ideally from experience) a fix for this? The virtual server is brand new and clean, full SPs and patches. Thanks Angus