I am starting my Windows 2008 DC upgrades. I have three sites. Main site has 2 DCs running 2003 32-Bit and one of those DCs has all FSMO roles. This main site also has one Exchange server running 2003 32-bit. The other two sites each has one DC (I know I should have two) running 2003 32-bit. I was planning on starting my 2008 conversion at one of the remote sites. My plan is: 1.On schema master, run adprep /forestprep 2.On schema master, run adprep /domainprep /gpprep 3.Install 2008 64-bit on new server. Join to domain and run dcpromo. 4.Wait for replication. 5.Configure Site 6.Install DHCP on 2008 DC 7.Demote old 2003 DC at that site and turn off 8.Test logins at site Can anyone see any problems with this plan? After 2008 DC is online do I have to transfer FSMO roles to it? Can I leave those roles on 2003 DC at main site? Exchange should continue to work right? Thanks in advance for any help.