Hmm... I've read from multiple sources that Win7 upgrade will require a previous version of Windows to be installed and activated in order to perform its upgrade. That way, MS ensures that you have both the OS media (or at least the original install) AND a valid key. If you want to migrate files, settings, programs, etc. from Vista, use the upgrade version. But it you want a clean install and don't mind transferring that stuff yourself, go with OEM. Though pricing hasn't been revealed yet, it's most likely going to be cheaper, anyway. (Unless you got the limited time upgrade pre-order deal while it lasted.)