We tried to upgrade a server from 2008 to 2008 R2, but it was not able to upgrade. I'll look into this part of my problem at another time. However, my HDD is now filling up and I need to free up some space, and there is a folder "$UPGRADE.~OS" that's 12.1 GB. I'm guessing that this is a temporary folder made for the failed upgrade attempt and it's totaly safe to delete this folder, but I was wanting to confirm this before I do. So, Can I delete the folder "$UPGRADE.~OS" safely?

Take a kook at this artilce: http://msmvps.com/blogs/mweber/archive/2010/02/13/system-cleanup-after-an-in-place-upgrade-from-windows-server-2008-vista-to-windows-server-2008-r2-windows-7.aspx Santhosh Sivarajan | MCTS, MCSE (W2K3/W2K/NT4), MCSA (W2K3/W2K/MSG), CCNA, Network+ Houston, TX http://blogs.sivarajan.com/ http://publications.sivarajan.com/ This posting is provided "AS IS" with no warranties, and confers no rights.

Thank you for the quick response. Unless I'm missing something though, that article does not really seem to apply. It's about an upgrade that did compleate. It also only seems to referance two folders " $WINDOWS.~Q and $INPLACE.~TR ", and these are not the folder I'm interested in. I also have tried the disk clean up option before, and that did help my running out of disk space problem a little bit, however did nothing about the folder in question.

After the upgrade you CAN go and manually remove the folder and not lose functionality of the software.