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diff --git a/requirements/README.md b/requirements/README.md
index 1a58c30833..83b15d2774 100644
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@@ -129,9 +129,11 @@ This breaks a very large amount of AWX code that assumes these fields
are returned as dicts. Upgrading this library will require a refactor
to accomidate this change.
-### pip and setuptools
+### pip and setuptools and wheel
The offline installer needs to have functionality confirmed before upgrading these.
+Versions need to match the versions used in the pip bootstrapping step
+in the top-level Makefile.
## Library Notes