Thanks for the reply Clint. I got it to work and this is what I had to do. 1. Click Start Run and type regsvr32 wuapi. dll 2. When you receive the message that the DLL has been registered, click OK and perform the same steps for each of the following commands under Start Run: regsvr32 wuaueng1. dll regsvr32 wuaueng. dll regsvr32 wucltui. dll regsvr32 wups2. dll regsvr32 wups. dll regsvr32 wuweb. dll After completing this the updates went without problems. I declined to install SP3 however. Larry Clint Hamilton-PCWorks Admin wrote: Some that have installed SP3 have this problem but I assume you're talking about SP2. What are the *exact* messages you're receiving, have you tried searching for those? Are you shutting down EVERYTHING that's running in the background? At that URL's search box, type in: update and look at all the auto-complete options they've added. Also try: cannot install and: can't install. Your BITS service may not be running. http://support.microsoft.com/kb/934648/en-us -Clint God Bless Clint Hamilton, Owner http://www.OrpheusComputing.com http://www.ComputersCustomBuilt.com ----- Original Message ----- From: "LarryB" This is my wifes computer, a Dell 5150 with XP pro on it. I've had this problem and posted it back in Feb 2008 when Hugh gave me a site to visit with some input from M$. http://support.microsoft.com/kb/822798 I was unable to get the problem solved. The very first item I tried came back and said could not do it as the file was in use. Does anyone have a suggestion on how to get the updates to install? I have 102 that won't install. They download ok but when I tell them to install the go thru the motions and then at the end say that the following have not installed, which is all of them. I tried one at a time which is a pain when you have 101 to unclick. The only other option I know of it to reinstall the original software which is SP1a and I am not sure it would fix it. appreciate the help. ========================= The list's FAQ's can be seen by sending an email to PCWorks-request@xxxxxxxxxxxxx with FAQ in the subject line. To unsubscribe, subscribe, set Digest or Vacation to on or off, go to //www.freelists.org/list/pcworks . You can also send an email to PCWorks-request@xxxxxxxxxxxxx with Unsubscribe in the subject line. Your member list settings can be found at //www.freelists.org/cgi-bin/lsg2.cgi/l=pcworks . Once logged in, you have access to numerous other email options. The list archives are located at //www.freelists.org/archives/pcworks/ . All email posted to the list will be placed there in the event anyone needs to look for previous posts.