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. -- Larry Browning Have a great day ========================= 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.