At times I had found problems trying to get XP to auto update. It would go through the emotions of telling you there are 80+ updates and would go through the process of updating them but would either fail to install or fail to download them. Many have had this problem and in most cases nothing less then a complete format and reinstall of XP would solve this problem. I was so frustrated of this because it would only happen after I had to do a Repair. When the updates refused to install it was as if something was blocking it. As if a program or firewall was telling it to not install at all. The error message that iT failed to install/update was CONFUSING to me. I launched a 3+ hour investigation into this and came up with many so called solutions that didn't work for me. However, I came across one thread on the issue and someone suggested to look at the actual update log to see what error message(s) were appearing. This was the start to recovery of the problem. %\windowsupdate.log from the "run" command would give you a history of all your attempts to download those updates and any errors that occurred during the process. To make a long story short, the problem was simple. After you do a repair you have to re-register your copy of XP. Did you notice how the repair process mimicks the install process (how it formats, installs files, reboot, install more files, verify date, time, hardware, etc)? When the repair is finished you should get a screen asking you to validate your copy of XP just like in the initial install but it doesn't. That's when the problem of installing updates occur. In order for me to download updates again I had to re-validate my copy of XP (just like I did when I installed it the first time). In order to do this I came across a post from what may have been an MS tech: -net stop wuauserv -%windir%\system32\wups.dll -net start wuauserv This finally allowed me to update. If you notice, the process bar doesn't fill up for every update it downloads any more. The process bar now accounts for the entire lists of downloads and you can now use it to gauge the entire update process instead of individual files. I hope this helps someone else as it helped me.