Sie wrote: Unless you are planning to install lots of apps on these Virtual Machines using the Recommended Free Disk Space Size would be fine. The main thing with Virtual Machines is the use of RAM. The more machines you run the more you need. IE: You run XP as the host that will use 256MB You run one XP virtual mchine that uses 256MB You now need 512MB RAM. You run Windows 2003 Server that uses 128MB (mine runs fine on this) Thats 620MB. You get the idea im getting at, the more machines you run the more RAM you need. However for 70-270 i wouldnt say you need more that a 2K3 server and 1 XP Machine. One quick question though: Why do you need 37GB for System? (Is this to include all drivers, system tools etc?) This can run fine on 1GB with XP as host.