The download states: * Previously unreleased fixes that were made specifically for this service pack. o In addition to general product fixes, this includes improvements in stability, performance, and security. o You can find out more information in Knowledge Base Article 953195, where product-specific changes are described. * All of the Public Updates, Security Updates, Cumulative Updates, and Hotfixes released through February 2009. Source: http://www.microsoft.com/downloads/details.aspx?FamilyId=B444BF18-79EA-46C6-8A81-9DB49B4AB6E5&displaylang=en Almost positive from the lingo that SP2 includes SP1. So you should be good to go with your "I have downloaded the SP2 file, extracted the MSP files, and placed in the Updates folder." If you want a perfect up to date CD you would need to track down the post February updates!