1. On your PC or Mac, download and install the LeapFrog Connect application for LeapPad from www.leapfrog.com/connect

2. Launch the LeapFrog Connect application on your computer.

3. Power on the LeapPad3 while simultaneously holding down the Right D-Pad and Home buttons:

4. As you power up the LeapPad3 while holding down these buttons, it should boot to a "Connection needed" screen:

5. Using the USB cord that came included with the LeapPad3, plug the LeapPad3 into the computer.

6. When the update completes, click the eject button on LeapFrog Connect and disconnect the LeapPad3.