I had a lot of trouble trying to get pieces of updates over dial up, if I disconnected mid download I either wouldn't be able to resume the download because the stupid update program thought I already downloaded it, or I'd finish downloading something only to find there was a glitch and the update wouldn't install properly. After wasting hours trying and failing to download useless updates, I ended up requesting the CD from microsoft (which came in about a week) and then let the additional updates that have come out since SP2 was released download overnight. Broadband is nice and all but I can't stomache an additional $30/ month just to install some updates that I could get on a CD for free, I have a feeling MS knows that thier updates don't work well with dial-up so they offer a CD as consolation to those who don't have broadband.