I know that this is a very old thread (without any original responses), but I have just started having this same problem this morning. This, after years of no problems on the same machine. I have ArcGIS 9.3.1 and when I initiate the program, I get the "preparing to install from CD" message. I have to cancel out of it 2-3 times before ArcGIS comes up. I also have HEC-RAS 4.1.0 installed on the same box. Initiating this program also attempts to install ArcGIS from disc. I only need to cancel one time with HEC-RAS before that program comes up. Like I said, this problem is new this morning. Anyone have an idea why this is happening?