Janet, >I hope I haven't missed anything here, but is there a reason you buy the CD >rather than downloading the update from Microsoft's website? I have always >just downloaded them for free, then figured if I ever needed them again, I >could just download them once again. Is my thinking flawed? Yes, you can download them for free but the SP2 is a rather long download even on broadband. (It takes 25+ minutes depending on the site traffic) The advantage to having the CD is if you ever experience a crash and need to re-install windows, you are saved the lengthy downloads. Art