I'm always a late adopter with OS's. I didn't switch to XP until 2008. I pre-ordered Win7 a year later for no reason other than it was offered at 50% off. Now, 6+ years later, I finally have an unactivated copy installed on an extra HDD in the same system that I have XP installed on: SATA 2.0 Gigabyte mobo (P35, ICH9), E8400 Core2 Duo, basic video card, and 2GB DDR2 RAM (just doubled to 4 GB since I installed Win7). The Windows Upgrade Adviser says it should run Win7 without issue, and my Windows Experience Index numbers are 7 for the CPU & RAM, 3.3 for video, and 6 for the HDD. I'm underwhelmed so far. Basic things I do in XP take longer in Win7. Opening up Computer Management > Disk Management in XP happens almost instantly, but takes 3 seconds in Win7. Opening Firefox with 10 extensions in XP takes about a second, but again takes 3 seconds in Win7. My XP install has been customized with nLite. I didn't even remotely try to get it as bare bones as possible, but I removed a bunch of stuff, and there are less than 5000 files in the total install. To contrast, there are literally 10x as many files in a fresh Win7 install right from the DVD. I know there are programs for slimming down Win7, and I'm curious how much differently a slimmed down Win7 install would run, but at this point I'm hesitant to permanently install and activate Win7 on my current setup and was wondering how any of you feel who have also installed Win7 on an older system. Thanks.