but since the file appears to download fine, it wouldn't be a case of "not on mirror", would it?I worked around the issue by updating the kernel through RPM vs yum, then performing the yum upgrade. The issue is not a proxy (as we do not have one installed, nor one upstream) - and, as you mentioned (and was the case with me), the upgrade worked fine on several boxes on the same network. The problem appears to be with the CentOS repos, affecting anyone on CentOS 5.2 with an older kernel trying to upgrade directly to 5.3 (as far as I can tell). --Blake