I am attempting to in-place upgrade a W2K3 R2 Std server to W2K3 R2 Ent server which has SQL 2000 SP4 installed. The server is well patched etc. When the upgrade starts all prceeds well and the server appears to contact the web for some updates, then re-boots and starts again, but get's stuck at 34% on the "Installing Windows" phase. the systems is not locked as the screen keeps changing OK, and the server can be re-set ok, but just pick's up where it was. Any suggestions please? Steve "Bug-Man"Pitt