Does the popup only appear when you insert a disc in an optical drive (CD, DVD) or
when you insert a USB memory stick, or does it occur at other times without
inserting any media?  IOW, when do you see this popup?

If it occurs all the time regardless of media insertion, you may have an
Autoplay.inf file in the root of your C: drive.

First, set Windows Folder Options to Show All Files:
http://www.bleepingcomputer.com/tutorials/tutorial62.html#winxp

Close all programs so that you are at your desktop.
Double-click on the My Computer icon.
Select the Tools menu and click Folder Options.
After the new window appears select the View tab.
Put a checkmark in the checkbox labeled Display the contents of system folders.
Under the Hidden files and folders section select the radio button labeled Show
hidden files and folders.
Remove the checkmark from the checkbox labeled Hide file extensions for known file
types.
Remove the checkmark from the checkbox labeled Hide protected operating system
files.
Press the Apply button and then the OK button and shutdown My Computer.
Now your computer is configured to show all hidden files.

Now open My Computer or Windows Explorer to the root of the C: drive, look for a
file named Autorun.inf....if found, rename it to autorun.old, or delete it.

If the issue occurs on another volume than the C: drive, look for the file in the
root of the affected volume instead.

When done, reset your Folder Options to what they were, or at least for safety's
sake add back the checkmark for the checkbox labeled "Hide protected operating
system files".

Hello,

Autoplay Repair Tool
http://www.microsoft.com/downloads/details.aspx?familyid=C680A7B6-E8FA-45C4-A171
-1B389CFACDAD

Disable autoplay
http://www.kellys-korner-xp.com/xp_tweaks.htm
(Line 3, right)