Chanakya, The SP contains all critical updates for windows98se released till the date it was created, but not any updates for IE, windows media player, mdac etc. which you should update at www.windowsupdate.com Anyway Gape should probably confirm on that. The way I do it - install SP on a clean install of windows, and after that use windows update unless a newer SP contains a patch or tweak I cant apply manually Eagerly awaiting 2.0 final! BTW, first post here, wanting to appreciate Gape's efforts :