OK, I now have a new laptop running Vista Ultimate 32, and an extra (as per tblount) HDD. My W7 Upgrade is "In The Mail". I want to end up with W7 Ultimate 64 with 2 partitions. Hardware specs are 3.06GHz Duo 2 T9900 processor, 8GB memory & 320GB HDD. There are no apps on the Vista system except all the "bloat ware" that came with it. I have created product recovery DVD's from the Vista system and that drive is 'expendable'. I've read Paul Thurrott's (SuperSite for Windows) directions many times but he starts with a HDD containing Vista and doesn't mention migrate which (I think) I need to do. So I'm in a "which way do I go from here" dilemma. I will (hopefully) reinstall all my apps from my XP laptop and migrate the data once W7 is up. TIA for any help and direction(s) provided. Bob Helms BTW tblount - You were right, dual boot ain't the best way to go, disk are cheap.