Greetings all. I looked on the net some and read someof the posts here in TS. I didn't see a post that quite fits my description. I have ae XP Pro OEM version, purchased from NEwEgg a couple weeks ago. I had it installed on my AMD box. I downloaded a few updates, including SP3. I did not activate windows at this point over the internet, or by phone. When SP3 installed it reset my activation time back to 30 days. (It was at 23 days) The system one morning would not boot. I reinstalled thinkg there would not be a problem After installing, I was promted to activate XP before I could log on. Since I can't log on to load my drivers, I have no internet access and would need to contact MS. I don't understand why the system won't let me log in as XP was not activated. Did SP3 somehow mess me up as fas as the activation is concerned? If I reformat the drive will there still be the issue? Does SP3 somehow tell the system (MBR) or put a file on the HDD that tells the disk it was previously installed, even though it was never activated? The system: AMD 2gh 939 core. 320 GB HD 1 gb RAM, ATI Radeon x1600 Pro. On board ethernet and audio.