Can't install Windows 7 64 bit Home premium

I*have the following:
Windows XP home SP3 and all the updates
Intel E4400 @ 2.31GHZ
3.00 GB of Ram
DirectX 9.0c
I have run the Windows upgrade advisor and it says Upgrade
However, when I run XP and then insert the 64 bit Upgrade disc, I get the following message.
"This installation Disc isn't compatable with your version of Windows. To upgrade you need the correct installation disc. For more info, check your computer's system info. To install a new copy of windows, restart (boot) your computer using the installation disc, then select custom (advanced)."
Well, If I try restart and boot from the 64 bit installation disc, it installs files, goes to the little blue screen, with the olive branch and dove. It sits here for 5 minutes and then nothing.

How do I get this 64 bit disc to install? Again.

Yes again, I had it installed over the xp and everything went fine. Then I tried to add xp back on a separate drive. That failed and in the process of trying to set up a dual boot, everything went FUBAR. I eventually ended up losing all of my partitions and had to reinstall XP onto a re-formatted drive, on one partion. I've just spent the night downloading all the updates, until there were no more.

Now I can't get this Windows 7 64 bit to install....Help.
I think I meet all of the parameters for the 64 bit disc.

Lost in space,

Al

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