Yep, you got to be kidding with that 40 GB system partition. I have 8 months old Win 7 laptop, really nothing on it, I clear it on regular basis, including restore and internet caches and Windows directory alone is about 18 GB now. Add to this 8 GB swap file, another 8gb for hibernation, plus couple restore points and you out of space and where is space for users folder, program folders etc? I'm not sure now, but I think my laptop used somewhere around 40GB on fresh factory install. Granted, you can realocate folders and things like swap file to another partition, but some things and some program installation really want to be on C: Make your life easier and allocate at least 100GB for system partition. Also keep in mind, if HDD used space is above 90% defragmentation gets tricky as well.