It seems to me that the -d option is being ignored on yum-arch. I ran yum-arch -v -z -d /redhat/repository . from /redhat, and it put the headers directory in (.) . Oh, and how do you get it to work with an updates directory where not all dependencies are satisfied within the scope of the directory tree? Should I bother since I'm trying to do this all from a locally accessible drive. I'm using yum-0.9.2-1 Joseph