Thanks to Phillip for the insight into the interaction between command-line arguments and options. So another question regarding error reporting. When I so something like: $ PYTHONPATH=lib/ python ez_setup.py --install-dir lib/ --script-dir bin/ --site-dirs lib/ zope.testing setuptools is bootstrapped correctly, and zope.testing and its dependencies are downloaded and installed. However, at the end of the run you get a message like: Installed /home/nathan/Projects/zope.i18n/lib/setuptools-0.6b1-py2.4.egg Processing dependencies for setuptools==0.6b1 error: None Does anyone have any insights into this? From the output it looks like it's processing the zope.testing and zope.testing dependencies first, then setuptools. Even with the error, everything seems to be installed correctly; I can just see how the message would be disconcerting to some users. Thanks again, Nathan