XP Home Edition SP2 install problem

Bought son i-pod touch which requires SP2..install of SP2 stops and error
message says "The file c:\windows\system32\ftp.exe is open or in use by
another application. Close all other applications and then click retry." I
have done everything I know, ftp.exe is not in system32 but in I386, is not
being used per TaskManager and I do not have my Windows boot CD...any help is
greatly appreciated, son is getting more and more pissed at me as he can't
use I-tunes to get his songs onto the Touch...Thanks, Chris_NY