I have XP SP2 on three machines (and Vista/W7 in a dual boot on another). I easily updated my XP SP2 systems with the downloaded SP3 file available from MS. Then I tried doing the same for my friend who lives 1500 miles away, using TeamViewer (remote software that lets you reboot the remote and get back on). However, I ran into the dreaded "Beethoven9 music file can't be copied" problem. Googling this revealed it is apparently a permissions problem. I can't remotely reboot her computer into Safe Mode, which is required with XP Home to change permissions, but had her do it, with me on the phone guiding her. Afterwards her file tree appeared just like mine, with the Shared Documents folder, etc. Still no dice, though. Got the same error when trying to install SP3. (No, no firewall or AV running when attempting, and scanned her computer beforehand, defragged, etc, so it was clean as a new penny with no problems.) MS.com suggested running a special script and installing a tool, which I did. Same problem. Now I am wondering, if I just download an OEM XP with SP3 already integrated and have her install it OVER her present installation, will XP keep all her programs, etc?