I remember when I used to use Virtual PC that they always wagged a finger when you used too much memory. Don't know if the same problems occur using Parallels but due to the nature of Windows and how it manages its page file I'd actually reduce the memory. As an example: I'm presently using a MacBook Pro 2.13ghz with 2gb of ram, 7200rpm drive and only using 378mb to run XP Pro. It loads a saved state within 7 seconds and saves it back in about 4 to 5 seconds. A complete normal shutdown of the VM takes about 12 seconds while a cold start about 12 to 15. Those are respectable numbers to say the least. For installation purposes I can't recall it taking anywhere as long as it has for you so I'd give the memory a tweak down.