I was having trouble doing this for a while, I was tring the command c:\sp2\i386\update\update.exe -s:c:\cd, that is what I read on some web site. I went to another site and found the right command c:\sp2\i386\update\update.exe /s:c:\cd, the one little front slash was causinf errors. Now I have a bootable Win2K cd with SP2 intergrated