I'm a PC dealer that goes to homes and small businesses to help customers with their PC's. I have downloaded SP 3 on numerous PC's as well as my own, and have had no problems at all. I just suggest creating a System Restore point before doing the install. Warning - it takes about 3 hrs to download and install even on a fast connection - unless you have the pay for the fastest connection. Jan In a message dated 7/31/2008 12:47:42 PM Central Daylight Time, [email protected] writes: Tell me about SP3. I haven't dowloaded it -- still. I had enough trouble going from SP1 to SP2. I'm on WinXP. What OS do you use and what problems did SP3 cause to your PC? (Is that enough initialisms for everyone to read today? LOL) Judy **************Get fantasy football with free live scoring. Sign up for FanHouse Fantasy Football today. (http://www.fanhouse.com/fantasyaffair?ncid=aolspr00050000000020)