Have you ever noticed how, on an OEM machine like a Dell or HP, that the Key Codes on the COA stickers on the cases are different from the Key Codes on the installed versions of XP? On Dells that have the hidden recovery partition, you don't need the Key when you reload them back to "as new". It automatically uses the Key that it shipped with. Seems to me, that leaves you with an "extra" OEM Key. I've used Dell OEM XP Home CDs to load XP on HP & Compaq PCs, using the Key Codes on their stickers. In those situations, it was because of failed hard drives, so I couldn't use Belarc Advisor or Magical Jelly Bean to get the original Key Codes, and the owners didn't have their recovery disks, etc. Recently I had a friend who'd peeled the sticker off of his HP to put it away for "safekeeping". Naturally, when he needed it, he couldn't remember where he put it. So we used my handy-dandy Dell OEM XP Home CD (a burned SP2 slipstreamed version) and the Key Code from the sticker on the case of his girlfriend's Dell to reload his HP. After it was done, I attempted to activate it online, and it failed. So I called the Microsoft phone number, went through their rigamarole of reading them the code that came up when activation failed, and filling in the new code that they gave me. Surprisingly, it was simple & painless. So my first question is: can it be that all OEM XP machines shipped with TWO valid OEM Key Codes, the one that's installed, and the one that's on the sticker? My second question is: if you have to have XP installed to use the Upgrade version of Vista, does it have to be an ACTIVATED installation of XP, or can it just be sitting there, freshly loaded from an OEM XP CD?