Hi. I was told to upgrade my Windows XP Pro SP1 to SP2. I thought my CD was destroyed, but my new DVD burner read past the scratches and holes in the disc. Anyway, I am running SP2 and whenever I try to update Windows my system starts to overload. This issue occurs every time I use the Windows Auto Update feature or when I use Internet Explorer v6 Windows Update under the Tools menu. This computer has 768 MB SDRAM PC133 and a Pentium 4 1.7 GHz processor. I am using dial-up (unfortunately). As soon as I start to update my processor hits 100% and stays there. SVCHOST uses any where from 88% of my processor plus. It's usually a bit more. Then my ram drops GREATLY. As soon as I start my computer it is already down to 5xx MB and then when I start Windows Update it drops down to 350-4xx MB. If I let Windows Update to continue it drops it down to 2xx MB. Right now it is currently at 278 MB. If I closed out a few things it may go up to 300-320 MB. If I use the Windows Auto Update feature the processor stays at 100% for a VERY long time. If I use IE it stays up while scanning my system, and drops afterwards. The amount of RAM used never changes though. If there is any additional information I can provide so that I may be assisted, please let me know. Thanks to all in advance.