I have seen this problem asked about in the archives but was not sure if a fix was ever given. If it has I apologise for the noise. I had been having problems with WMP not correctly authenticating to our proxy and came across a blog on the isaserver.org website. "When WMP is acting as a web proxy client (CERN) and the web proxy server requires Windows Integrated authentication, WMP will not auto-authenticate to the web proxy server if the web proxy server is specified as either an FQDN or an IP address. If the web proxy server is specified as a NetBIOS (unqualified) name, WMP will auto-authenticate using the interactive account credentials. If the web proxy server requires Basic or Digest authentication, an authentication prompt is expected, regardless of how the web proxy server is specified. This behaviour is the same if the web proxy server is obtained via an automatic configuration (WPAD) script." http://blogs.isaserver.org/pouseele/2007/11/09/windows-media-player-auth entication-prompts/ I changed our wpad file from IP's to the NetBIOS names and the pop-ups have now disappeared. :-) Only problem now is that I have been testing the squid_kerb_auth helper (with good results so far) and as you have to specify the proxy as a FQDN, WMP is broken again :-( HTH Dean