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Here's the situation ...

Client's machine - a no name machine built by a less than reputable shop in
another city with Windows XP Pro installed from the Corporate VLK CD. The
copy of XP is activated but is illegal and will not update to SP2.

I convinced the client to get legal on his software and have gotten a copy
of Win XP Pro SP2 Retail edition with a valid Product Key number.

Now, I am trying to get the old version of Windows XP on the machine to
recognize the new Product Key on the new version of Windows that was
purchased so that I can enter that number into the existing copy and not
have to do an upgrade repair install of XP. Microsoft, in it's infinite
wisdom, has made this nearly impossible.

So far, no luck using such utilities such as RockXP, XPPID and Magic
Jellybean Keyfinder. Since I am basically switching versions of Windows,
these utilities will not change out the key numbers.

I have also tried several Microsoft KB fixes such as Articles 326904 and
328874 without success. All that happens is after you get to the Let's
Activate Windows screen, click the Change Product Key button and re-enter
the key numbers, you get an "Incorrect Product Key" message that pops up.

So, has anyone encountered this situation and maybe has a workaround for it.
I've spent several hours Googling both websites and newsgroups without any
luck in solving this problem. About all I've found is that I will have to
do a upgrade repair which I really don't want to do if I can just get by
entering that new Product Key number.

Thanks to the group as always ...

PMK
A+

you can reinstall....but you could also download the XP updater by a
guy called "mr dude" - it is initially for cracking XP but is
essentially just instructions on changing the serial to one that he
supplies. Follow the instructions in the document that accompanies
the crack (BUT DON@T USE THE CRACKED SERIALS) then use your own legal
serial instead of an illegal one.

OR follow the instructions here:

Change Product Key without Reinstall:

1. Run regedit and go to:
HKey_Local_Machine\Software\Microsoft\WindowsNT\Cu rrent
Version\WPAEvents, on the right double click on "oobetimer"
and change at least one digit of this value to deactivate windows.

2. Choose run from start menu and type in this command:
%systemroot%\system32\oobe\msoobe.exe /a to get the
activation screen and go to the second option which is
activate by phone.

3. In the new screen choose the option to change product
key, and type in the new product key (Corporate one only)***.

4. Close that window, reboot your system and enter the
command in step 2 for the second time to verify your
activation , you should see "windows is already activated".