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So I have Windows 7 Ultimate 32bit ready to go but I'm trying to decide if I should do an upgrade or clean install.

I KNOW that a clean install is always better, but I do not want to have to re-install all my programs.

What are some of the kinds of problems may I encounter if I do an in-place upgrade. And how long would it approx take? I have 185gb of data on my hd and 3gb of ram.

Save all your data to an external hard drive/different partition on the exisitng HDD.
Do a clean install.
Go here:http://ninite.com/
Run your package.

Saves a lot of time re-installing all your crap.

I guess the problem here is that I don't have an external hd... I have a few thumbdrives though...

Anyways don't files get saved in Windows.Old?

Bleh, I decided to do a clean install. I hope Win7 is actually worth it.

When I wiped Windows 7 before (though I wiped it which I already had it, so a wipe and reload) it backed up all the data on my computer C: drive under Windows Old. I am not sure if it will do this for other version of windows buts it will give you the option when you started it.