Once service pack 2 gets installed the change/remove programs link in the control panel will allow you to try to uninstall sql server 2005 and show you check boxes for components but that uninstall breaks and leaves several files behind only some of which appear in change/remove programs. A possible solution of cleaning out those files; removing c:\program files\sqlserver\ folder recursively, then cleaning out the windows registry still fails to result in a clean uninstall. There are dll files installed outside c:\program files\sql server\ and those have left machines in a dirty state until they've had their disks wiped and had all software and windows reinstalled. By a clean uninstall, I mean what's done so the installer program never finds out in this case sqlserver2005 or software was ever previously installed on a machine before and installs like it did the first time. An additional problem I had was that my C: partition was large enough to take visual studio 2008 and sql server 2005 but was too small to take service pack 2 for sql server2005 and service pack 2 did not detect that deficiency before it installed and let me know everything including sql server 2005 would need to be moved onto my D: partition which does have enough space. So if you do get asked to work with sql server 2005 remember this message and get yourself the technical help you'll need up front. I only found out another worker also had run into this problem after discussing it with her and what she had to have done to solve it. Rot47: <;F56]52D9:6==@?2GJ]>:=> __________ View the list's information and change your settings at //www.freelists.org/list/programmingblind