Memory management error when attempting to install Windows 7 64-bit

I am trying to use all the 4 GB of RAM that I have for my computer so I decided to "upgrade" to 64-bit. The only problem is that when I boot from the installation CD I get a memory management error. I know that my CPU is 64-bit capable as well as my video card. As for everything else I am not sure of. What is a way to fix this problem because I desperately need to upgrade to 64-bit. Any other information that you may need might not be on here, but until then you can ask so i can help you guys out as much as I can to help fix my problem.

Orbiter, can you give the exact error message?

If you still have an OS installed please run the Windows 7 Upgrade Advisor - Download - Microsoft Windows. It will tell you if everything is compatible

You say you need to upgrade to 64 bits. May I ask why? Apparently the Pentium D might be slower when running 64 bits applications than 32 bits.

I have 4 GB of RAM and that would be a big waste not to use it up to potential. Everything is indeed compatible becasue I have run the advisor multiple times to insure everything would go as planned. I am also planning to buy a Q6600 very soon so the Pentium D is just temporary. Let me copy down the entire STOP code and I''ll post it up here.

Are you booting the installer to do a clean Custom install, not Upgrade?

4gb is right on the dividing line, but since you are gung ho to try 64 bit, I would try it to compare. You might even want to shrink your 32 bit to create a new Primary partition next to it to test the 64 bit. But you still need to boot the installer as 64 bit can't run at all from 32 bit.