i had all of these system instability issues after i did a system recovery (xp 2005)- 2wice. the problem is planned obsolescence on the part of microsoft who wants you to upgrade your entire operating system. sp2 is no less essential than sp1 for people who actually use & want to run disparate programs. you'll want to uninstall sp3 & sp2 (disallow automatic updates & check your "my computer" properties to make certain of a successful uninstall) & then reinstall sp2 (for download of SP2: http://www.microsoft.com/downloads/en/details.aspx?FamilyID=aea55f2f-07b5-4a8c-8a44-b4e1b196d5c0&displaylang=en OR http://www.microsoft.com/downloads/en/details.aspx?FamilyID=aea55f2f-07b5-4a8c-8a44-b4e1b196d5c0&displaylang=en )& accept all available system updates (use the custom button & select all up dates except sp3 until the only "high priority" update available is sp3) & then allow microsoft updates to reinstall sp3 after that. you should have system stability after this provided your able to successfully download & unstall updates up until sp3 upgrade. i hope this is helpful to anyone w/ similar troubles.