In place upgrade of Windows 2003 R2 standard to Windows 2008 R2 standard fails

I an trying to upgrade my secondary domain controller which is also a global catalog, from Windows Server 2003 R2 Std. to Windows Server 2008 R2 Std. The server hardware is HP DL380 G4. The server is also my DHCP server. The upgrade starts fine and goes through the entire process before failing at the final step - Transferring user files, Settings and Programs. The setuperr.log shows a lot of errors like these relating to Windows Media Player:

2011-04-27 18:59:01, Error      [0x08081e] MIG    Failed to load manifest at D:\$WINDOWS.~BT\Sources\dlmanifests\ XmlException:  hResult = 0x0, Line = 18, Position = 31; .  void __cdecl UnBCL::XmlDocument::Load(class UnBCL::String *)
2011-04-27 18:59:21, Error      [0x08085e] MIG    UpgHost: CMigPluginSurrogate::LoadDllServer: Invalid argument: BinaryPath=[D:\$WINDOWS.~BT\Sources\dlmanifests\Microsoft-Windows-MediaPlayer\MediaPlayer-DLMigPlugin.dll] does not exist.[gle=0x00000003]
2011-04-27 18:59:21, Error      [0x0808ff] MIG    COutOfProcPluginFactory::CreateInstance: m_currentHostSurrogate->LoadDllServer(D:\$WINDOWS.~BT\Sources\dlmanifests\Microsoft-Windows-MediaPlayer\MediaPlayer-DLMigPlugin.dll, {8179C2CA-2B60-49D6-BC81-D796378B024E}, 0) failed, hr=[0x80070003].

Please advise
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You cannot do an inplace upgrade of 2003 r2 to 2008 r2. You can only do a fresh build.
cpcitAuthor Commented:
But as per this article:
in place upgrade from Windows 2003 R2 to Windows 2008 R2 is supported.
Sorry, I was talking cross platform.... an x86 (32bit) of 2003 cannot be upgraded to x64 2008 r2...
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If you are running x64 2003 then I'll go back to the drawing board :)
cpcitAuthor Commented:
Thanks :)
cpcitAuthor Commented:
Also, during the upgrade process I git this message:

These devices might not work properly after the upgrade. Before upgrading, we recommend updating the drivers for these devices.
System devices: HP ProLiant iLO Advanced System Management Controller
Multifunction adapters: HP iLO Management Channel Interface Driver

But both the above mentioned drivers are up-to-date.
2003 and 2008 drivers are different... up to date 2003 drivers will need replacing with 2008 versions....

Just I know I'm thinking in the right area.... did the update complete despite the errors? First thing I would look at for errors like that would be bad media (sounds overly simple I know but it stung me a few times...) If you can get a fresh ISO download to burn your media from I'd start there....

cpcitAuthor Commented:
We have an original CD and a copy of that CD. Both have been tried. I know for a fact that both media are in working condition as they have been used to setup a few new servers. This particular server though does not have a DVD-drive so we are trying the upgrade using an external USB DVD-ROM. Could this cause a problem?
Possible..... how about creating a usb key install?
cpcitAuthor Commented:
You mean extracting the ISO on to a USB drive and booting from there?

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cpcitAuthor Commented:
No solution was provided and the server had to be formatted and reinstalled.
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Windows Server 2003

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