Downloaded SP3 and installed with absolutely no problem. I have mine set to automatically update so I imagine that's why it went smoothly. I also don't have zone alarm -- use Trend Micro. The best part about updating -- the update to Windows Movie Maker. It is a joy to use now! Almost as good as my Serif Movie Plus Video Making Program. Movie Maker is EZ-ier. Judith All I can say is I downloaded the file to a folder on my hd, clicked on start>run> found the folder on the hd and installed it from there with no problems to speak of. Before I did that, I went to PcPitstop and scannned my drivers to be sure they were all up to date. One wasn't . I found it on line and installed it. A few small things happened but my puter has never run better. Matt --------------------------------------------------------------- Please remember to trim your replies (including this sentence and everything below it) and adjust the subject line as necessary. To unsubscribe or change your email settings: //www.freelists.org/webpage/pctechtalk To access our Archives: http://groups.yahoo.com/group/PCTechTalk/messages/ //www.freelists.org/archives/pctechtalk/ To contact only the PCTT Mod Squad, write to: pctechtalk-moderators@xxxxxxxxxxxxx To join the PCTableTalk off-topic group, send a blank email to: pctabletalk+subscribe@xxxxxxxxxxxxxxxx ---------------------------------------------------------------