Technology in terms you understand. Sign up for the Confident Computing newsletter for weekly solutions to make your life easier. Click here and get The Ask Leo! Guide to Staying Safe on the Internet — FREE Edition as my thank you for subscribing!

How do I get the free Windows XP SP3 download to install? And do I really need it?


I have attempted repeatedly to download SP3 for XP but always have a reboot
problem. I have a Compaq Pressario running AMD 64. I read where Microsoft will
quit supporting XP without SP3 in July. I used Microsoft Security Essentials.
Is there a “work around” for this? Do I really need SP3?

There are a couple of things going on here, but yes … Windows XP SP3 has
become more important than ever with the impending termination of support for
Windows XP with only SP2.

I’ll show you several ways to get it.

As well as one reason that still you might not actually need it.


64 bit? You’re done at SP2.

First I’ll start with an important quote from Microsoft’s own Learn how to install Windows XP Service Pack 3 (SP3) page:

There’s no SP3 for the 64-bit version of Windows XP. If you’re running the 64-bit version of Windows XP with SP2, you have the latest service pack and will continue to be eligible for support and receive updates until April 8, 2014. To find out what version you’re running, see Is my PC running the 32-bit or 64-bit version of Windows?

Not many people run the 64 bit version of Windows XP. (In fact, there’s a good chance that you didn’t even realize that there was one Smile.). But for those of you that do, SP2 is all you need. You’re good until 2014.

“… if you’re sticking with Windows XP you owe it to yourself to get SP3 installed …”

I mention that since you said you have an AMD 64 processor. You’re probably running the 32 bit version of Windows, but just in case, you should check. SP3 won’t install if you’re running the 64 bit version.

Installing SP3

Like almost every service pack, SP3 got some bad press because it would occasionally cause troubles for some people when installed. It worked just fine for most, but a very small percentage people installing it had problems. Of course it didn’t matter to you that it was a tiny percent if you were one of them – it didn’t work.

Knowing that there’s a small chance of problem when installing SP3, I suggest the following procedure:

  • Back up. Take an image backup of your system so that no matter what you can restore that image if something goes wrong.

  • Visit Windows Update, and allow it to install everything. SP3 should be on the list.

  • Make sure that your system is working properly. Chances are it will be.

Alternatives to Windows Update

As an alternative to using Windows Update, you can get a free Windows XP SP3 download or you can ask for it on CD:

The major difference between Windows Update and these three alternate methods is that Windows Update will download only those portions of SP3 that apply to your machine. Each of the three alternatives above include every bit of SP3 whether you need it or not. If you find yourself downloading SP3 a lot, they can be a huge time saver.

And they’re also an alternate approach to installing SP3 that I recommend you try should you encounter difficulties with Windows Update.

If none of that works?

In the past, I’ve said that it doesn’t matter much, and you can continue running with SP2 only.

With the demise of support for XP SP2 I believe that if you’re sticking with Windows XP you owe it to yourself to get SP3 installed so as to continue receiving important security updates if for no other reason.

If installing SP3 using the methods above doesn’t work then I have one last recommendation:

Back up, reformat and reinstall.

Painful as it is, it’s what I think you should consider doing.

The problem, so to speak, is that most service pack installation failures are due to there being something wrong or misconfigured about the system it’s being installed on. To get real technical, “something ain’t right”, and the only way to really clean things up is with a clean install:

  • Back up your system, completely.

  • Reinstall Windows XP from your original installation media, reformatting the hard disk as part of that process.

  • Bring Windows XP as up to date as possible via Windows Update. This should get you to Windows XP SP3.

  • Reinstall your applications.

  • Restore your data.

I know it’s painful, but it stands the highest chance of getting you to the supported SP3 level and keep your computer safely running Windows XP for a few more years.

Do this

Subscribe to Confident Computing! Less frustration and more confidence, solutions, answers, and tips in your inbox every week.

I'll see you there!

11 comments on “How do I get the free Windows XP SP3 download to install? And do I really need it?”

  1. I downloaded the Windows XP Service Pack 3 Network Installation Package for IT Professionals and Developers and installed on one Pc no problem.

  2. I’ve tried everything suggested…and still can’t get past HPFUD50.dll during the install phase of SP-3. A Windows error message indicates “no access” to that file, no matter who’s trying. The install stops dead right there and there’s nothing I’ve tried that will go beyond that point. Anybody else have this issue?

  3. I can’t update from SP2 to SP3, I try in several occasions.
    I ear that if you have Explorer 8, you can’t load SP3, is that true?

    If I recall correctly IE 8 on affects your ability to uninstall the service pack.


  4. How do you do the BackUp before doing the install? I clicked on the link above and keep coming up with a Verizon advertizement. I’m running Windows XP SP2.

    If you’re not already you should be using a backup program to perform regular backups of your machine. This is exactly the same kind of thing – an image backup of your entire machine. I have several other articles on it, like this one: How do I backup my computer? (Not sure what link you’re referring to.)


  5. I have found on two occasions that USB stuff has stopped the installation of windoze…remove all add ons before attempting to update or reinstall… !

  6. Every time I try to install SP3 it fails very soon after starting with a message the file ntdll.dll is open or in use by another application.It does not matter whether I use Windows Update via Automatic Updates or the large file from Microsoft website or a CD burned from an ISO file.A forum suggested I had a trojan or virus and told me to go into Safe Mode and empty the Windows system 32 Temp folder then reboot . I did this with no success and there are no executables in my Windows Temp folder. A complete scan with avast and malbytes shows no infection or malware. My computer works perfectly and I am loth to carry out a reinstall of my OS although I have used Macrium Reflect to back up my whole system to a USB external hard drive. If I put my OS on a virtual machine the SP3 installs normally so does that indicate I have a trojan on my original HP Pavilion Desktop AMD64 with 32 bit
    Help to solve my problem would be greatly appreciated.

  7. It is now the third time that I have tried to run the downloaded version of SP3, including the version listed above (•Windows XP Service Pack 3 – ISO-9660 CD Image File ) but some way into the installation it stops, and gives a prompt stating that installation has failed. It seems this is intentional – I don’t know why Windows make upgrading of their precious sp3 so inaccessible, and so difficult to accomplish, but maybe they wouldn’t’ve upgraded to sp3 in the first place unless they don’t want it to be done for free, why don’t you admit it ?


Leave a reply:

Before commenting please:

  • Read the article.
  • Comment on the article.
  • No personal information.
  • No spam.

Comments violating those rules will be removed. Comments that don't add value will be removed, including off-topic or content-free comments, or comments that look even a little bit like spam. All comments containing links and certain keywords will be moderated before publication.

I want comments to be valuable for everyone, including those who come later and take the time to read.