All of the forums and postings say you can't upgrade from XP to Win7. I bet you can in the following scenario... "Borrow" a Vista Upgrade Disk (any flavor above Basic). Upgrade XP to Vista w/o entering a key. Within the 30 day "keyless" grace period, upgrade Vista to Win7 using any flavor of Upgrade Disk entering the WIN7 upgrade key. You may get some issues in the compatability check but they can probably be worked around. Since there are no Win7 Retail Disks to try this out on, this can't be verified. This also assumes that there is something to be gained by upgrading from XP. My advice..... Do a clean install.