If it told me Not to install while in safe mode... maybe I would/should suddenly go omg & thank microsoft for paying attention.

Just go ahead and install it normally like tens of millions of others have. Yes, there is always a small subset of folks that have problems after an update, but your chances of this are remote. In addition to it being a security update, it also improves performance and stability.

There will no doubt be other updates once SP3 is installed that would not be installed without SP3.

I would not try to do it as you are doing it, since you obviously are one of the many that sp3 will not easily install for and there have been many. I would go to the site where you can download the entire sp3 save it to your pc, disconnect from the internet, turn off all firewalls and antivirus programs and anything else that may be running actively, then try to do the install of the full download you saved.
When you see the kind of warning you saw it is best to stop and abort.

where to download the stand alone sp3 file from, click the download button and save to your pc, ignore any info there saying it is for IT professionals and not for single pc, this is the only download and is the one everyone uses when not doing it through windows updates.
Windows XP Service Pack 3

Raven ... I did the stand alone install both in safe mode and then rebooting in normal mode and disconnected EVERYTHING but still get key & file protection errors. The stupid thing is still saved in my C drive...worthless. I took Kudzu9 advise & tried just letting MS do it as update but got error message right away with file protection.

I hate to say it but it is sounding like you may be one of the ones that just can not install it. Most that have had problems if they try that stand alone full install with everything disconnected and disabled can do it.

what brand of pc is it and what type of processor is it?

you do know that you can not get windows updates using firefox you must use IE, the windows update site is set up only to work with IE browser.

If you are not using that pc for any sensitive stuff like your banking and purchases you may well have to leave it with sp2 with all the updates you can get for it from windows update site.

you did disable winpatrol also when trying the install?

I do have one of my older ones that has sp2 it is one that had install problems also, I rarely use it but keep everything as updated as possible that is about all I can do. I only do my banking and credit card stuff using linux anyway.

Well....I DID IT!!!!!! Pulling my hair out all night and decided to go into safe mode as a non administrator and worked like a charm. Had 43 updates after loaded. Happy I am....Thanks all.

well that is awesome! you did not give up and you got er done!

that is very very strange that you had to go in as a non admin that should not allow you to make those kinds of changes.

Good job and that may help someone else thanks for letting us know how you did it.
did you use the one you downloaded the stand alone sp3 version?

be sure you do keep all the other stuff updated on there too use the secunia tool to see what needs updating
Secunia Online Software Inspector (OSI)
those things are as important as any windows updates

Yes raven I did use the stand alone. It's very strange I had to do it as a non admin but hey whatever works!! And yes I'm keeping everything up to date...thanks again.

goldensmom,
BLESS you for your post here as I was ashamed to say I still was a SP2'er too chicken to install SP3 but----- you gave me the shove I needed!
.....I ALSO DID IT!!!!! Took 2 hours. Phew!
I am assuming that all is well if I am able to be here to tell it? (smiles)
I checked system properties and it says service pack 3. YAY!

excellent urlee good for you!

Thanks ravencajun.
What bothers me now is thinking I might not be able to find it and might have to locate to use, this appeared during installation so I put it on my desktop for an easy find not knowing what it was.
If I move to save it in a folder in My Documents, will that create havoc?
{{gwi:1505400}}

Looking at it closely, is it an uninstall for SP3?

This page explains it.

personally I never delete any of the uninstall files for windows no matter if it is just hotfix or service pack.
I would not see any problem with moving it though.

Bob414 that is an excellent site. THANKS!
ravencajun, Thanks for your input also.

So that IS an uninstall?
I was worried about it needing a path to follow, me destroying the path if I moved it.
I was so nervous while doing the SP3 "surgery" on my computer worrying about screwing up, that things like that didn't register with me at the time. I was operating in "zombie" mode.
Back to normal now to where I backtrack. (smiles)
Got my updates installed so hopefully all is taken care of now.
THANK loads.