Hardware Upgrade not= Sotware Upgrade. I -assume- you ran an OS Upgrade per the link inside above post#8 on two machines that "qualified". If the third does NOT qualify, then it won't work. You can NOT Upgrade an XPx86 to Win7x64. What does the above hilited mean anyway? Please revisit this - http://technet.microsoft.com/en-us/library/dd772579%28v=ws.10%29.aspx Thanks again. Sometimes my brain wont absorb things. I got it now. Well I at least know what someone is getting for Xmas