That's why I set up my clients to auto download the updates. It helps them a lot and saves me a few phone calls. I have a copy of SP2/RC2. Got it a few days ago from MS. They shipped to people who attended the release seminars. So far, it hasn't broken anything. There are some changes like it turns on the firewall automatically. You need to go back and check shares to make sure they are allowed, minor tweaks like that. XP (Full or OEM using NTFS) is a lot more stable than ME but can be a pain in the rear on some things. One of the big problems is people do the upgrade and continue to use FAT32.