Hi, I applied SP2 (downloaded from microsoft site) to a win XP Pro machine that was already patched to SP1a. It updated, but on the first reboot, when it got to the part where the blue progress bar appears, it just reboots, gets to that stage again and reboots again... So using another machine I slipstreamed SP2 onto my original XP Pro disk and tried a fresh install. On the first boot after the install the same problem came back. I'm able to get into safe mode. Anybody else experience this, or have any suggestions? Thanks for any help.