These are my system specs: Motherboard: Intel DG965RY (latest bios version) CPU: Intel Core 2 Duo E6400 2.13ghz 2mb L2 Cache RAM: 2x2gb, 2x1gb DDR2 800mhz (PC6400) memory, totalling 6gb Video: 256mb MSI NX8600-GTS OC (Nvidia 8600 GTS series) When installing windows 7, it took about 2 or 3 hours. This was particularly a problem during the 'copying files', 'extracting files', and 'migrating settings' phases. Often times, it would get to about 14%, and stop there for up to 10-20 minutes, with zero progress being made during that time. On bootup, it gets past the glowing windows logo part pretty quickly, but the 'welcome' screen is even slower than it was in Vista. Once I see my taskbar, it takes forever to actually be able to run anything because it's spending another 2-3 minutes trying to finish loading here. Chuggin' slowly. Once that's finally done, I get decent performance. I don't have anything running at startup other than poweriso, avg, and intel audio studio. The rest are stuff that windows provides automatically. Nothing unusual is running in the task manager process tree, either. Now, Vista had similar problems when I -freshly- installed it, but not nearly as bad as this. The reason I upgraded instead of fresh installed, is because 64-bit windows installs have a major problem with my hardware. For some reason, 64-bit vista or windows 7 during a fresh install at bootup use up 100% of my CPU even when idle, even after the install is finished, and I must reboot after the slooooooow installation is complete to get normal performance. I'm aware this is a windows 7 board, not a vista board, but the problem persists into 7. Is my system too weak for 64-bit? Or is this a problem with 64-bit 7 (and vista) with my hardware? Others I spoken to say their installations went smooth and quick, especially in comparison to mine.