Disclaimer: While I will try and help readers who encounter problems integrating XP with SP3,

understand that you proceed at your own risk. Be sure to fully backup everything on your system before
wiping it out and reinstalling, whether with an integrated XP SP3 disc or otherwise. Understand that you
will need to abide by Microsoft's production activation requirements and that these technologies could
require you to activate XP by phone after an OS reinstall. Be prepared to go back to your previous XP
Setup CD if things don't work out. If you go into this with the right frame of mind, the worst case scenario
is that you have to install a fresh copy of XP with SP2 and then immediately install SP3 afterwards. That's
not too horrible.

Prerequisites
This time around, I'm only providing one set of instructions, involving only freely available tools you can
readily find online. Here's what you need to make it work.

A Windows XP Home or Professional with SP2 Setup CD. It's possible that an original XP Setup CD
or an XP with SP1 Setup CD will work, but I've only tested XP with SP2, both retail and volume license
versions of the CD. (You may have luck with OEM CDs from PC makers as well, depending how much the
company changed the disc layout.) Full or Upgrade CDs work just fine. Previously splipstreamed discs are
fine as well. But I've only tested this with versions of XP that include just a single Setup CD: Media Center
and Tablet PC users are out of luck.

Windows XP Service Pack 3 Standalone Updater. This 316 MB file is now available from the Microsoft
Web site.

ISO Buster. This useful data recovery tool can be downloaded for free.

ImgBurn. This is an excellent free utility for disc burning.

Other downloads. You may want to be prepared with some other installation files, perhaps on a USB key
or burned CD. These files might include drivers particular to your hardware (especially a network driver so
you can get online) and the application updates mentioned in Step 6 below.

Be sure to download the XP SP3 standalone installer and download and install ISO Buster and ImgBurn
before proceeding.

Important note for Vista users: You can perform these steps in either Windows XP or Windows Vista,
your choice. I've done it both ways, but the screen shots here show XP because, well, this is an XP-based
process and all. But either OS works fine, with one caveat: For some reason, attempts to slipstreaming
volume license versions of Windows XP Professional with Service Pack 3 under Windows Vista will not
work, resulting in a condition where Product Activiation will not recognize a valid Product Key. To
overcome this problem, be sure to run Step 3 with admin privileges, as described in that step. If that
doesn't work, simply use XP for the slipstream.

Step 1: Copy the Windows XP Setup CD contents to your hard drive

Open your My Computer (in Vista, Computer) window and navigate to Tools then Folder Options. In the
Folder Options dialog, navigate to the View tab and select the option titled "Show hidden files and folders."
Then, uncheck the option titled "Hide protected operating system files (Recommended)." (Dispense with
the Warning dialog that appears.) Click OK to close the Folder Options dialog.

Insert your Windows XP with SP2 Setup CD in the optical drive of your PC and close any auto-run window
that appears. In My Computer (or Computer), right-click the optical drive and select Open. Leave the
window open with a view of the contents of the Windows XP Setup CD.

Open My Computer again. This time, navigate to the root of the C: drive or another location to which
you'd like to save the files you'll eventually integrate with SP3. Create a folder named xp (as in C:\xp).
Then, create a second folder named sp3 (as in C:\sp3).

Now, drag and drop the contents of the XP Setup CD into the C:\xp folder.
Step 2: Extract the contents of the XP SP3 updater to your hard drive
Now, you need to extract the SP3 files. While the files are copying between the two locations, copy the
Windows XP SP3 standalone installer (typically windowsxp-kb936929-sp3-x86-enu.exe in the US) to
C:\sp3. Then, open a command line window (Start, Run, cmd in Windows XP; in Vista, just open the Start
Menu and type cmd in Start Menu Search).

Then, using the following commands exactly, navigate to C:\sp3 and extract the files (Note that the text
[ENTER] means hit the ENTER key):

cd \ [ENTER]
cd sp3 [ENTER]
windowsxp-kb936929-sp3-x86-enu.exe -x:c:\sp3 [ENTER]

An Extracting Files dialog will come up and display the progress.

When the extraction is done, the following dialog will appear. Press OK to continue.
Inside C:\sp3, you'll see a new folder called i386 that contains the extracted files.

Step 3: Integrate XP with SP3

Now, type the following in the command line window (where [ENTER] means hit the ENTER key):

cd i386 [ENTER]
cd update [ENTER]
update.exe /integrate:c:\xp [ENTER]

Warning: If you are trying to slipstream a volume license version of Windows XP Professional from
Windows Vista, the preceding steps need to run as an administrator. To do so, right-click on the desktop
and choose New then Shortcut. In the Create Shortcut dialog, paste in the following bolded text:
C:\sp3\i386\update\update.exe -s:c:\xp\. Then, click Next, give the Shortcut a name, and click
Finish. Run the shortcut by right-clicking it and choosing Run as administrator. Then proceed normally.
(Thanks to John Straffin for the tip.)

The Software Installation Wizard will appear and integrate the SP3 files into the XP with SP2 install files.

When the integration is complete, you'll see the following dialog. Click OK to continue.
Close the command line window. (Type exit and then tap Enter.)

Step 4: Extract the XP Setup CD's boot image file

Before you can burn the integrated files to CD, you will have to extract a hidden file found on your XP
Setup CD; this file is used to help make your new CD bootable. To do so, you need to use a disc image
extractor such as ISOBuster.

With the XP with SP2 Setup CD still in the optical drive, run ISO Buster and choose "Free func. only" from
the Registration dialog. You should see something like this:

In the left-side tree view, select Bootable Disc. When you do so, the right side will change and display just
a few files. One will be named Microsoft Corporation.img (Figure) (or similar; it will be named
something.img): This is the file you need to extract. To do so, right-click and choose Extract Microsoft
Corporation.img (Figure). When ISOBuster prompts you, choose to download it to the C:\sp3 folder.

Close ISO Buster.

Step 5: Make a bootable XP SP3 CD

Now it's time to make the bootable XP with SP3 Setup CD. Start Nero Burning ROM and click OK in the
Welcome dialog that explains you're using a Trial Version. Burning ROM will start with a New Compilation
window open. Select CD-ROM (Boot) from the left side.

Then, in the source section, make sure Image file is selected and then click the Browse button. Navigate
to C:\sp3 and then drop down the list box that's currently set to Boot-Image-Files (*IMA) and choose All
Files (*.*). The select Microsoft Corporation.img and click OK.
Then, in the Advanced section of the New Compilation window, make sure Enable expert settings (for
advanced users only!) is selected and choose No Emulation as Kind of Emulation.

Ensure that 07C0 is the value under Load segment of sectors (hex!). (Which it is by default.)

Change the Number of loaded sectors value from 1 to 4.

When the options in this dialog are configured correctly, it should resemble the following:

Click the New button to close the New Compilation window. The normal Burning ROM UI will appear with a
blank compilation on the left and a tree view of your PC's file system on the right.

Using the File Browser tab on the right side, navigate to C:\xp. Then, drag the entire contents of this
folder over to the left side of the window. This should take only a few seconds.

Now, taking note of the name of the Windows XP with SP2 Setup CD in Burning ROM's File Browser,
rename your CD compilation accordingly. For example, if the name of the disc is WXPVOL_EN, use that.
Yours may be different, but I've also found that this step is largely optional; names like WINXPSP3 appear
to work fine as well.
Remove your XP Setup CD and then click the Burn button in the Burning ROM toolbar. The Burn
Compilation window will appear, as shown below. Check the option titled Finalize disc (No further writing
possible!) and then click Burn. Burning ROM will prompt you to insert a blank disc. Any CD-R or CD-RW
will do.

Step 6: Test, install it properly, add updates

Once the CD is finished, you should test it. If you have an extra PC to throw at it, that's your best bet.
Otherwise, try installing it in a virtual machine with Virtual PC first: Virtual PC is free and provides an
excellent environment for testing. You shouldn't wipe out your only PC until you're sure the new disc is
going to work.

Do not enter your product key during Setup: I've heard from readers and have read separately online that
there is a problem in some cases where Setup will not accept a valid Windows XP Product Key on an
integrated XP with SP3 install. For this reason, you should choose not to enter the Product Key until after
XP is installed. Obviously, I can't test every possible permutation, but I have successful activated XP
integrated with SP3 on my own systems repeatedly in this fashion.

After you've installed your integrated version of Windows XP with Service Pack 3 (SP3), you're going to
want to immediately visit Windows Update, upgrade to Microsoft Update, and then install whatever critical
updates are available. While that's happening, or after it's completed and you've rebooted as needed,
you'll need to download a few other crucial tools. Some obvious candidates include Windows Defender
(anti-spyware), AVG Free 8.0 or another anti-virus solution, Internet Explorer 7, and Windows Media
Player 11 (which may show up on Windows/Microsoft Update).

When you're done testing, you should consider backing up the newly created CD, and deleting the cruft
you've added to your hard drive, specifically the directories C:\xp and C:\sp3.

Final thoughts
Windows XP Service Pack 3 is indeed the end of an era, but your feedback is requested and welcomed,
and if you find errors here I will try to fix them. I'd like this guide to remain the definitive resource for
people seeking to slipstream Windows XP with Service Pack 3. Happy slipstreaming!