Well I fially got it installed. Why did I go back to trying after saying I wouldn't?

A.) W/XP SP2 Support is ending soon I guess or so everybody says.

B.) I reviewed W/7 tutorials online etc and decided persuing SP3 would be a lot less trouble overall considering all the monkeying around I'd need to do to install and configue it on my current outfit etc. etc..

C.) These problems have solutions. Just a matter of finding them. Had to try it.

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Why am I writing this? Well maybe it will help some other poor slob with the same problem. The trouble is most of us have no real experience at these problems and therefore no intuitive approach presents itself. We must slog thru the hard way - I certainly have too. I hope this will ease somebodies pain, show em a true path, maybe get em there.

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Here Goes:

1. My previous several attemtps to install SP3 ended with "Access Denied".

2. I remembered blocking IE 7 and thot this might be stopping the install.

3. I dug into the registry and changed the key value for this block from 1 to 0 which then allows permission to procede. (I'm not afraid of making registry changes)

4. The next install failed "Access Denied" while it was updating the registry. Ha! A clue!

So!

5. I typed into Google >Install SP3 Access Denied >>http://support.microsoft.com/kb/949377

6. This site provided among other things to try:

a) A method to check to see if it was actually the registry that was causing the problem.

b) A program for scanning the entire registry and changing all keys that restrict permission to update. From that site, "These errors can occur if permissions for one or more registry keys are restricted in a way that prevents the service pack from updating the keys."

7. I used both of the above programs. There were many keys that needed changing.

8. I then disconnected from the internet and disabled all security programs and let-er-rip. I used the Stand-Alone version referenced elsewhere.

SP3 instralled just fine It took about 2 hours to complete. Overall I spent about 5 hrs including typing this. Today. Nevermind the other attempts.

9. Enabled all security programs and opened up the internet (turned on the modem).

9. I then did a windows update in which IE 7 was offered but I declined because:

10. I then installed IE 8 and updated.
    
11. Maybe I updated again to make sure it all "took" and no leftovers.

I am now happier than a pig sh - uh - well happy anyway. ;)