For many years have been running XP PRO SP2 beta + VL Key. The VL key is now blocked by MS so the SP3 update fails. I would have at least 200 applications ('cause I am a power user and pack rat) installed and they all work fine and my XP is setup just the way I like it. There are few issues: stuck on IE6 - IE7 update fails (I don't use IE but windows update does not like IE6) dotNet 2.0 working but update to v3.5 fails so there are some applications I can't install AVG virus scanner won't install on SP2 Windows media player v9 will not update (hardly use it) SHA2 cert key signing is only supported from SP3 so Opera/Chrome/IE6 are failing on SSL to sites using new signing. (I use firefox so that still work but I have no browser alternative for some sites). This only became a noticable hassle this year because the "heartbleed" bug forced a lot of cert changes. The problem I really want solved is update to dotnet 3.5 - I can live with other issues. I think the only way this will happen is doing XP SP3 update. I have read in other forums there is a dotnet update issue running on XP SP2 beta - bit.ly/1qu8UBC If I fix the VLK, can I put SP3 on a machine with SP2 beta or does it have to be SP2? What I have and don't have: I do not have an OEM XP PRO cd for the laptop Have XP PRO SP2 beta VLK CD matching what is installed now. Have an image file of OEM XP PRO partition (circa 2010) + OEM KEY (the sticker on the case) that came with laptop so I could go back to "factory reset" state but what happens if I need to do a repair and don't have an OEM XP PRO CD. Have an XP home OEM CD for another machine (not that I want to run XP Home) That is, I have a valid XP licence for this laptop but it is not in use on that machine. Any advice on options would be appreciated on ways to avoid reinstalling everything.