silent failure installing vs2005 64bit 5308

Any guesses why my VS2005 install is failing?
I just did a fresh install and licensing of 64bit 5308, and am trying to install Visual Studio 2005 Team Developer Edition from an MSDN DVD. I can get to the first screen of the installer (where I'm asked to choose if I want to install VS2005, install the MSDN documentation, etc.) and I can view the readme succesfully from that screen but I can not install VS2005.
If I click on "install VS2005", a second instance of setup.exe *32 appears in the task manager. Everything looks good for about 1 second. Then one of the instances of setup.exe *32 disappears from the task list. Then the other disappears. No errors, no warnings, no "windows needs permission" dialogs. Just silent failure about a second after I click on the install VS2005 link.
Any suggestions would be greatly appreciated (even ones as simple as "VS2005 doesn't run on 64bit 5308", if that happens to be the case).

I have a 64bit desktop and lappy, I tried installing a 64bit OS on the desktop and I got issues.
I believe in 64bit, but I think its a less productive environment for developing, VS2005 does not allow edit and continue on a 64bit box, WinFS does not work, some WinFX demos don't install and not all printers work :) so you cannot print your wonderful code.
I posted a 64bit dev Question in a WinFX newsgroup, someone told me that they do there DEV work on a 32BIT virtual PC on there 64bit box.
it still seams like 64Bit is the poor relative to 32bit, please prove me wrong, I would love to go 100% 64bit :)
Steve
"yoDon" <dlalvarezEarthlink> wrote in message

Any guesses why my VS2005 install is failing?
I just did a fresh install and licensing of 64bit 5308, and am trying to install Visual Studio 2005 Team Developer Edition from an MSDN DVD. I can get to the first screen of the installer (where I'm asked to choose if I want to install VS2005, install the MSDN documentation, etc.) and I can view the readme succesfully from that screen but I can not install VS2005.
If I click on "install VS2005", a second instance of setup.exe *32 appears in the task manager. Everything looks good for about 1 second. Then one of the instances of setup.exe *32 disappears from the task list. Then the other disappears. No errors, no warnings, no "windows needs permission" dialogs. Just silent failure about a second after I click on the install VS2005 link.
Any suggestions would be greatly appreciated (even ones as simple as "VS2005 doesn't run on 64bit 5308", if that happens to be the case).