Have you tried checking the SP1 install log to see what it's complaining about? The other thing you can try while you wait for the SP1 integrated CD is to fire up FileMon and RegMon while you're attempting to install and see if you can't tell if it's getting hung up on some kind of path or permissions issue. A couple of things that I have seen that have caused issues like the one you're experiencing: Check the Registry key HKLM\SYSTEM\CurrentControlSet\Control\FileSystem. In that location you should see the following three entries: NtfsDisable8dot3NameCreation Win31FileSystem Win95TruncatedExtensions The values should be 0, 0, and 1, respectively (default). I had a system on which I couldn't install SP1 because both NtfsDisable8dot3NameCreation AND Win31FileSystem were set to 1. That'll confuse your poor file system. :-) Be sure that the permissions on HKEY_CURRENT_USER grant full control to Administrators. A couple of years back when I was installing SP3 onto a Windows 2000 server, that group only had Read permissions to that hive; someone had attempted to harden (overly so) the box. Once I flipped it to full control, SP3 installed fine. And, of course, the standard suggestions that you disable any virus scanning or HIDS engines before attempting to install the service pack. :-) I hope this helps. Cordially yours, Jerry G. Young II MCSE (4.0/W2K) Atlanta EES Implementation Team Lead HHS Engineering Unisys 11493 Sunset Hills Rd. Reston, VA 20190 Office: 703-579-2727 Cell: 703-625-1468 THIS COMMUNICATION MAY CONTAIN CONFIDENTIAL AND/OR OTHERWISE PROPRIETARY MATERIAL and is thus for use only by the intended recipient. If you received this in error, please contact the sender and delete the e-mail and its attachments from all computers. ________________________________ From: Ball, Dan [mailto:DBall@xxxxxxxxxxx] Sent: Monday, March 13, 2006 2:41 PM To: [ISAserver.org Discussion List] Subject: [isalist] RE: Virtual Server Test Lab? http://www.ISAserver.org It gets to the end of the install, then says "An error in updating your system has occurred. Select 'OK' to undo the changes that have been made.". I'm running Virtual PC 2004 w/SP1, I installed W2K3 Server fresh from the CD, then attempted to install the update via the Network Install package. I've told our secretary to order us a new CD with SP1 already on it, not sure how long it will be before that arrives. It's a pain as a lot of the things I want to test require SP1 now.