Ras: May I ask what type of set-up you have? How much ram do you have? How much free HDD space do you have? How fast is your processor? What type of connection do you have. Do you have any reason for installing SP2? SP2 was not designed for the individual home user but big companes that run major networks. And it's even caused side-effects for them. M$ admits that at least one in 8 or 10 apps will suffer some side effect from the installation of SP2 such as loss of normal functionality. You could always try uninstalling it. People have done it & it's done them wonders! Really! There's no need for you to have SP2 it doesn't serve any purpose for you. You might be surprised! In future whenever an M$ update comes around, wait several mths before updating until they've gotten rid of the bugs. SP2 has been here for several mths but there's still bugs within it even after 2 'so-called' fix-it patches. ie: don't fall into the trap of continually updating b/c they suggest you should. Wait! Be wise & hold off as long as possible. M$ make millions every day, so why should they care about the odd bug.