I came across my old copy of Civ2, the one that doesn't require the cd to play and had a frustrating time trying to get it to run on my XP Pro, when I used to play it all the time. I'd done a fresh install and got the error message about getting the last version of the Indeo Codecs, which I did and still couldn't get it to run. After much searching, here and on the web, I found some surprising information: http://www.computerworld.com/s/article/9142140/Rather_than_patch_Microsoft_blocks_buggy_code The answer and the fix was supplied by Microsoft: http://support.microsoft.com/kb/954157 Under the "More Information" tab, shown on the left, there are two "Microsoft Fix It" icons in the middle of the page. Click on the one to the right, under the "Use this Fix-it button to re-register the Indeo codec files automatically". You'll download a patch, "MicrosoftFixit50327.msi". Double click on it and let it do it's thing and that's all there is to it.