BTW - Xp64 seems to be Microsoft's 'red-haired bastard child' - I run a development system with all four OSs - Vx86 & Vx64, Xpx86 & Xpx64 - I try to do similar installs on all; been my experience that if something's gonna cough up blood, it's gonna happen on Xp64; am pretty close to dumping it, and wiping the partition for a beta Win7, just for kicks, as I can see no good reason for its existence...