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upgrade windows xp

I picked up a laptop with windows xp for a song.  It has package 2 and I need to upgrade to package 3 (at least that was what I was told).  What does that mean?  

Someone also suggested that there is a way to upgrade the operating system without buying a whole new laptop.  If so, how do I do that?
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Tuan

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Yes for sure it is Service Pack 2. But you do not need it frankly speaking if some software is not asking for it.
You should be able to update to SP3 if that is what "Someone" meant. XP is dead, there are no security patches for it and viruses writers are having a field day.

If "Someone" meant a newer operating system, run Microsoft Upgrade Advisors to see what you could possibly upgrade to.
Don't bother upgrading XP to SP3. XP is dead and shouldn't be used anymore. Either install Windows 7, or go for a Linux OS which is free. I'd particularly recommend Zorin OS, Linux Mint, or Makulu Linux, which are all very user friendly and easy to use. Particularly Makulu Linux has a very beautiful User Interface and desktop, and it includes all software you would need. Zorin is very similar to use like Windows, and also includes everything you need, but it needs a little more system resources than other distro's , while Linux Mint is more conservative.
Yes most probably meant windows XP service pack 3
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>>   It has package 2 and I need to upgrade to package 3 (at least that was what I was told).  <<  if the system does not ask for an upgrade -  you don't need to do it
if somebody told you to upgrade - he should also tell you why.
As far as Windows XP goes, I tend to agree with Dave Baldwin.  It's fine to tell people to go out and buy a new(er) computer with Windows 7 or 8 installed, but not everybody can afford one.

Installing Linux on an older 2nd-hand computer is a great idea, but you have no way of knowing in advance whether there will be Linux drivers for all of the hardware, particularly graphics and audio card (or chip).  Most Linux versions will have drivers readily available for most hardware, but it's impossible to know for certain before installing it.  Clearly you aren't fully up to speed with very common expressions like "Service Pack 3" (perhaps being a Mac user or maybe just inexperienced with operating systems in general), so I would be hesitant diving into Linux too quickly.  There are Linux versions that are very easy to install and have very easy to use interfaces, but underneath the top layer that you see it is very different to Windows and can be harder to fix even for people who are used to digging deep to fix Windows.

Although I usually agree totally with everything that John Hurst types, I have to question whether "virus writers are having a field day" since Windows Update stopped offering new patches.  There was a real fear amongst many that people were holding back with viruses intended to target Windows XP, but I would be really curious to know if most of it was hype, or whether there have been a lot more attacks on XP since support for it ceased.  From what I have seen it is Windows 7 that is being subjected to most of the malware these days, so I wouldn't go as far as to say that Windows 7 is safer than Windows XP.

Upgrading hardware?

If there is a vacant memory bay on the laptop, then adding compatible memory up to the maximum that the computer and the operating system allows will make the laptop faster, but older memory is often more expensive than new spec memory.

If the hard drive is the original one, then it is possible that it could be about to show signs or wear and tear.  They only last a certain amount of time before they begin to show mechanical faults.  A laptop is more prone to getting bumped and banged than a desktop, and so is usually more prone to damage after time.  You would have to run a full hard drive diagnostic test on it before you could trust it to store data, and even then if it is old it could break down soon.

Ideally the hard drive should have been completely wiped and Windows reinstalled to the factory default.  If you don't have reinstallation CDs, and if any "Restore partition" on the hard drive has been removed, then you would be stuck if you needed to do a repair or full reinstallation of Windows.

Forget about upgrading any other hardware, because it isn't worth doing.

Software updates?

Be aware that many websites now block Internet Explorer 8, which is the last version that can be installed on XP.  Those sites that still allow it cannot be guaranteed to display properly.  You will need to install and use Mozilla Firefox, Google Chrome, or one of the other non-Microsoft browsers.  It is probable that Firefox will stop supporting XP soon and you will be stuck with the last version that could contain security bugs.

The same is true for Adobe Flash Player, Adobe Reader, an Anti-Virus application, and a lot of other software that needs to be updated regularly.

I suppose the question is "what do you intend using the laptop for?".

I recently tried to use Wi-Fi in my brother's house on my XP laptop, but it was incapable of supplying the correct level of encryption, so I had to connect with Ethernet cable.  I didn't investigate further, but perhaps the network card is outmoded.

Personally I would just update it fully to the last Windows Updates available, see if there are any manufacturer's patches, and then use it with Firefox or Chrome, an Open Source Office application like LibreOffice or OpenOffice, and a good antivirus application from the handful that still support XP.  I would uninstall or completely disable Java, and make sure that you have a firewall configured.
I don't have any hard statistics on XP but virus writers have moved into high gear with social engineering and web links. Windows 7 and 8 have UAC enabled for added security. EMET barely works on XP in that the strongest features are not available. Software writers have largely abandoned the XP market because there is no future in it.

Six months later, XP is really dead and it is time we moved on.
i believe millions are still usign it all over the world
it is not because we can afford a new pc every 3-6 years that everybody can do that

imo : XP still lives !
Most Linux Distro's come as live VD's/DVD's/USB sticks, so there usually is no need to first install them to check whether the hardware is supported. In most cases in live mode you will already see if the hardware is supported. Besides, as the hardware is old, it is more likely that it will be supported.

Since the PC hasn’t been used by the user before, it would be senseless in my point of view to start learning a dead OS now, but rather install something current that is supported. It may be different if there was some old legacy software the user can't move up from right now, but that is highly unlikely here, or he'd know XP already and that there was a ServicePack 3 for it.
XP is down to 17 percent market share and dropping. The "millions" still using it are predominantly consumers, many of whom do not understand the risks of clicking on a bogus link with IE 8.

Don't get me wrong. People can use whatever they wish or have to. But the same people need to understand the risks.

To another post above, Linux would be better than XP, but with Linux sitting in the slice of less than 4 percent market share, I have lost interest in Linux as well. My Linux machines are gathering dust.
I don't think any of us will ever be able to lay our hands on statistics about the percentage of malware "hits" by Windows version.  Web analytics show that XP still has a higher market share (17%) of all operating systems on Desktop machines than Windows 8 and 8.1 put together (16%), so it is still very active.  Vista has only about 3% of the share, but Windows 7 has a 53% market share.  I would hazard a guess that 7 months after support ends for Windows 7, there will be a significantly higher percentage of the market share for this OS than is the current share for Windows XP, but will Windows 7 be deemed as dead then as XP is said to be now I wonder?

Unfortunately User Account Control at its default setting in Windows 7 can be easily bypassed by clever virus writers, and the tighter "Vista mode" setting of "always warn" is too annoying for most users to change it to.  many home users don't even have a password set for their default user profile that has "admin rights", and they just click "allow" without knowing what was being blocked.  I agree that if used correctly, UAC does act as a first layer of defence, but sadly a lot of people don't realise this and disable it, which is very easy to do.

I suppose it is fair to say that there seems to be a lot more Win7 computers suffering malware than XP these days because of the greater market share (3 times as many), but if Windows 7 is so much more resilient to malware we should be seeing an awful lot less computers being affected.  I would love to see some statistics so that I can eat my hat, my shorts, or my own words, but I don't know of any place that such statistics exist.

Anyway, I agree with what you are saying in principle, but end users' ignorance is, and always will be, a significant part of the problem.
The biggest problem sits in front of the keyboard...
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Wow - didn't mean to set off a war.  I use the laptop to watch training videos on for watercolor painting. Bought the laptop for $50.

I had been having alot of pop up windows jump on the screen.  I purchased McAfee to try and combat the pop ups.  McAfee will not let me  install it with a Service Pack 2.  I have to upgrade to a Service Pack 3.  Thanks for the link above to do that.  

I also was told by a friend in the computer biz that I can upgrade my operating system from XP.  I don't plan on buying anything online with it, do any banking with it, etc.  I just wanted to use it to watch training videos and I to reduce/elminate the number of pop ups.
For what it's worth, I use Avast and it works well with XP SP3.
Most Linux distro's are free, so you don't need to buy anything to upgrade from XP to a Linux Distro. To watch your videos those OS's should be no problem at all, they normally have the players already installed and everything should work out of the box.

It is irrelevant whether you use the PC for banking or not, XP is just dead and there is no point in starting to use it now.

One thing that could be important to know is the PC's model number, so we could make a better recommendation on the best distro that would run well on it.
Popup windows mean that you cought some viral tning from internet. Go to Add/Remove programs via Control Panel and see which crapware is installed there. Maybe it will be enough for you to remove it from there.
@rindi always says "XP is just dead" and he's always wrong.  Besides myself, I know a lot of people still using it.  That includes some small businesses that have no reason to upgrade machines that are running fine with the software that they need.
The only people I know running XP are a small number of consumers. All businesses where I am have move on. One big reason for abandoning XP is that IE 8 is also losing support. XP works. But it just 3 or 4 years past its best before date.
Hi nsitedesigns.

I am still using XP, and I am typing this message on an XP computer in Firefox.  I use Microsoft Security Essentials, which was already installed before the cut-off date when Microsoft stopped offering it as a download, and a lightweight 3rd-party firewall.  I have never had a virus for a number of years, and even then it was stopped by the firewall and antivirus before any damage was done.  I just received the email notification about the latest comments in this question in Outlook Express, and I haven't received spam or suspicious attachments to my Inbox for years because I have some good filtering with mail rules in place, I have the Outlook Express Preview Pane off, and I initially view messages in plain text.  I have Adobe Reader configured without javaScript or any of the other fancy functionality that isn't needed to view basic PDF manuals, and have uninstalled Java Virtual machine.  I have set my "scripting" file types to open in "Edit" mode in a text editor.  I have disabled all the fancy online nonsense that is configured by default in Windows Media Player, and use VLC Player for most media.  I don't browse dodgy websites, download torrent files, or click on links without knowing where they go.  I am very choosy with what software I install, and I don't have any applications installed on Facebook (when I do use it from time to time).  When I do online banking or other sensitive transactions, I use a Firefox "Private Window".

Maybe I have just been lucky, but I could have been equally lucky or unlucky with another Operating System.

By the way, I am running a 12 year old car that I bought over 4 years ago for just over a grand, and it's still in perfectly safe mechanical order to me and other road users.  When it eventually breaks down I have breakdown recovery cover with my car insurance and will scrap it for 50 bucks having got full use out of it for minimal outlay over those years.  It's no less safe than a more modern car, other than not having an alarm or immobiliser, and I don't carry anything expensive in it that I would regret losing if it was broken into or stolen.  I regard XP in the same way.  I will use it until it either doesn't work any longer or becomes too unsafe to trust it or any of the applications installed on it.

In your case the best option would probably be to wipe the hard drive (delete partitions and format), but only if you have CDs to reinstall Windows XP on that computer.  If not, then you either have a lot of work to get rid or the malware or you might consider the suggestions of installing Linux.

If you are going to persevere with the current installation of XP and try to get rid of the malware, it may be better to ask a new question and include it in one of the malware-related zones.
Bill and I have a lot in common.  My car is 15 years old.  And I will probably get 'new' computers the way I always have, either at the Goodwill store or from my customers "because it's too slow".
Cars and computers are like apples and oranges. Bad comparison. I drive a 2004 Volvo sedan and the ONLY thing it won't do is the Polestar engine upgrade. And that is because it is not the turbo.

Cars do not go obsolete anywhere near as fast as operating system.

I carry around my Windows 10 laptop (not even out yet) in my 2004 sedan.
"Cars do not go obsolete anywhere near as fast as operating system."

They would if Microsoft owned all the manufacturing plants and stopped making spare parts (or allowing parts to be made), a couple of years after they rolled out the replacement models amongst scaremongering about the previous models having safety issues.
If some people refuse to change from XP to a supported OS doesn't make it alive. XP IS dead, as there is no m$ support, and no security patches for it. Also, those who keep on using it will likely be sorry about that sooner or later.
that may all be true  Rindi, and upgrading to a newer OS is a good solution - IF the customer wants it
there can also be other reasons, one of the most revulsing is the fact that often they simply don't offer drivers for deces anymore

it is high time the computer business makes the pc's lasting 15-20 years
have you seen the IT heaps on the recuperation sites, and in india and china working on it  ??
that's not a good way for ANY busisness to handle leftovers
I'm not saying to throw the PC away, on the contrary. What I'm saying is to give it new life by installing a good and supported OS on it. Actually drivers for old hardware is hardly ever a problem with Linux. It is more a problem with some new hardware if the manufacturers didn't give the Linux OpenSource community enough info so they could make the drivers. For old hardware on the other hand they have usually had enough time to make it work even if they had no help from the manufacturers.

Actually my PC's, except for one, are all 2nd hand and some are really old. Also, very often it's not the hardware that wouldn't last, but rather that new software is just built to run on new, fast machines with a lot of RAM. So it's more a requirement of the software that makes you change the hardware.
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I don't think we are off-topic. The Asker bought a 2nd Hand PC that still happened to have an old OS without support, XP on it AND that without SP3.

Installing another OS would fix the pop-up issue without having to waste time cleaning up the old system, AND he'd have a supported OS on the System, and it would probably be up and running already.