xp service pack 3 install error



xp sp2 --sev yrs no probs
when I downloaded sp3 the installation
quit after about 7 or 8 minutes with
just a box that said '''access denied'''.

I've messed with this all day and I can't find any
clues as to why---nor can I find a troublesooting
related to this error.

can anyone help; PLEASE

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