I managed to get beta 3 installed on my iMac 24in... but I do not want to install the XP updates because SP2 always fails after the backup... All I want is to be able to run office2k... and will not use XP to surf the net... I sit behind a hardware fire wall anyway... so is that a safe thing to do because the other option is no option.. because XP Pro will not install SP2... Thanks... Van