Have they stopped developing service packs for win2k? They should fully test service pack 3 before releasing it to ensure there are not as many problems as service pack 2. I work at a shop and the main problem i found is doing a re-installation of windows which has service pack 2 integrated on a machine that has windows xp with no service packs or service pack 1, the problem was that you could not set up a dail up connection because remote services were corrupt or somthing and service pack 2 had to be re-installed to rectify the problem. I also found that the service pack 2 firewall conflicted with other firewall software in some cases