Hi All, I have an enormously frustrating issue when attempting to upgrade exchange 2007 from SP2 to SP3. Everything goes well until it is part way through the Mailbox role when it throws an error; The error code was 3221685221. The message was Overlapped I/O operation is in progress.. Below is a snippet from the exchange log where the problem begins. [14/07/2010 7:10:55 a.m.] [2] Interpreting line <AddShareAlways:.;Address;C:\Program Files\Microsoft\Exchange Server\Mailbox\address;READ;"Access to address objects"> -- ID:31259 -- [14/07/2010 7:10:55 a.m.] [2] CInsParser::ScAddShare() (f:\08.03.0083\sources\dev\admin\src\libs\exsetup\hiddenw1.cxx:1353) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] CInsParser::ScProcessLine (f:\08.03.0083\sources\dev\admin\src\libs\exsetup\hiddenw1.cxx:1199) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Processing file 'C:\Program Files\Microsoft\Exchange Server\Setup\data\sa_reg.ins', at or near line 109 (AddShareAlways:.;Address;C:\Program Files\Microsoft\Exchange Server\Mailbox\address;READ;"Access to address objects") -- ID:31111 -- CInsParser::ScProcessLine (f:\08.03.0083\sources\dev\admin\src\libs\exsetup\hiddenw1.cxx:488) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Registry file name: 'C:\Program Files\Microsoft\Exchange Server\Setup\data\sa_reg.ins' CRegistryManager::ScProcessFile (f:\08.03.0083\sources\dev\admin\src\udog\setupbase\tools\regmgr.cxx:125) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Filename = 'C:\Program Files\Microsoft\Exchange Server\Setup\data\sa_reg' CBaseAtom::ScRunRegistryFile (f:\08.03.0083\sources\dev\admin\src\udog\setupbase\basecomp\baseatom.cxx:1379) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Leaving CBaseAtom(System Attendant service)::ScRunRegistryFile [14/07/2010 7:10:55 a.m.] [2] Filename = 'C:\Program Files\Microsoft\Exchange Server\Setup\data\sa_reg' CBaseAtom::ScRefreshRegistryKeys (f:\08.03.0083\sources\dev\admin\src\udog\setupbase\basecomp\baseatom.cxx:1290) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Leaving CBaseAtom(System Attendant service)::ScRefreshRegistryKeys [14/07/2010 7:10:55 a.m.] [2] CAtomSystemAttendant::ScReinstall (f:\08.03.0083\sources\dev\admin\src\udog\exsetdata\components\server\a_systemattendant.cxx:317) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] mode = 'Reinstall' (61955) CBaseAtom::ScSetup (f:\08.03.0083\sources\dev\admin\src\udog\setupbase\basecomp\baseatom.cxx:535) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] ScSetupAtom (f:\08.03.0083\sources\dev\admin\src\udog\exsetdata\exsetds.cxx:897) Error code 0XC00703E5 (997): Overlapped I/O operation is in progress. [14/07/2010 7:10:55 a.m.] [2] Leaving ScSetupAtom [14/07/2010 7:10:55 a.m.] [2] [ERROR] An error occurred. The error code was 3221685221. The message was Overlapped I/O operation is in progress.. [14/07/2010 7:10:55 a.m.] [1] The following 1 error(s) occurred during task execution: [14/07/2010 7:10:55 a.m.] [1] 0. ErrorRecord: An error occurred. The error code was 3221685221. The message was Overlapped I/O operation is in progress.. [14/07/2010 7:10:55 a.m.] [1] 0. ErrorRecord: Microsoft.Exchange.Management.Deployment.ExsetdataException: An error occurred. The error code was 3221685221. The message was Overlapped I/O operation is in progress.. [14/07/2010 7:10:55 a.m.] [1] [ERROR] An error occurred. The error code was 3221685221. The message was Overlapped I/O operation is in progress.. [14/07/2010 7:10:55 a.m.] [1] Setup is halting task execution because of one or more errors in a critical task. [14/07/2010 7:10:55 a.m.] [1] Finished executing component tasks. [14/07/2010 7:10:55 a.m.] [1] Ending processing. [14/07/2010 7:10:58 a.m.] [0] End of Setup [14/07/2010 7:10:58 a.m.] [0] ********************************************** I have searched the net for similar issues and the closest i got was someone who had the same issue with Ex 2010. It was suggested to give 'everyone' permissions temporarily to C:\Program Files\Microsoft\Exchange Server\Mailbox which i did but made no difference. Ditto to removing the watermark key from; HKEY_LOCAL_MACHINE\SOFTWARE\Microsoft\Exchange\v8.0\MailboxRole] "ConfiguredVersion"="8.2.176.2" "UnpackedVersion"="8.3.83.6" "Action"="BuildToBuildUpgrade" "Watermark"=dword:036dc160 I am logged on the the administrator for the record. I also tried manually stopping all the exchange services plus IIS, www publishing & stopped our AV whilst the upgrade ran. Exchange is running on Server 2008 x64 STD and has sole use of the server. The server isnt running as a DC either. At the moment I am stumped and cannot successfully upgrade to SP3. Luckily exchange is still running OK but i want to get to the bottom of this. Any help would be MUCH appeciated. Paul

Another suggested solution is, try to reset the firewall to the deafult settings and then disable it. after it's disabled try running the setup again.Yanir Ben-Nun / System Team Leader / IT / IS Professional