I have found Windows 7 64bit to be impressive when running on a Dell 690 with 2 5160 Xeons, 8GB ddram and a Quadro FX 4500 card. Be sure it is a CLEAN install and a ONE TIME install. If you have to re-install because of a bad hard drive or want a RAID setup, Microsoft may NOT authorize the same keycode again. They usually grant you one re-install into the same PC, and that is all. Press F2 during bootup and change the BIOS boot sequence to make sure your CD/DVD is the first device read from, then press Esc and put in the W7 DVD. It will format the disk and do a clean install. If you want faster performance, use the system control panel to put it in "Classic" mode, disabling the shadow and hi-light effects that can slow it down.