I had to reinstall Win XP and now when I try to install Sp2 I get all the wasy through the install process and I get an access denied and it undoes everything.  Why would I get an access denied error.  Does anyone have any ideas?  Thanks for any help.

Take a look at this article in the Microsoft knowledge base.

http://support.microsoft.com/kb/903219/en-us

Looks like this is a security related issue.
Did you install all available Windows updates before trying to install SP2?
If not, do so then retry the install.
If so, I would try disabling the registry entry noted in the article then try the install again. It should work then.

Just a note to update you on the reinstall of SP 2
I asked microsoft and their support personnel indicated that I had to reset my system and furnished a zip file with the following 2 files:  reset.cmd and subinacl.  I opened the reset.cmd and  ran it.  After which I reinstalled SP 2 and everything was fixed.  Thanks for the help.