Hello Div5, Welcome to msfn Click: Start >> Run Type: "CMD" (without the quotes) in the dialog box there, to bring up the command prompt. Now type "sfc /scannow" at the command line. This will check all your protected files (SFC = system file checker). Your custom boot-screen is because of a modified kernel file - so this file is also on the list of protected files. Next, SFC might ask you to insert your Windows XP disk (or SP1 disc, if u installed SP1 on XP). It will replace your custom-bootscreen back with the unmodified MS-provided kernel. Now you should be able to install SP2, but would have lost the customized boot-logo you had. Hoping this helps...