That HAS to be the understatement of the century. Several HUNDRED are labelled "security" or are actually security-related. I believe the statement was intended to have a hint of sarcasm...but yeah, MANY security patches in SP3 This would only be true for an UN-patched installation of SP2. Running SP2 with all recommended security patches is just as secure as running SP3. If you install a fresh XP with SP2, I would recommend applying all updates prior to any online activities. Frankly, I think SP3 is great for slipstreaming into new installation sources, but since SP3 is primarily nothing more than a cumulative patch roll-out (unlike SP2, which included many changes to the OS), I don't really see the need to apply it systems that are already running with SP2 and are fully up-to-date with patches and hotfixes. IMO, anyway.