Thanks, Mike. I did run across some performance tips here <http://www.lightroomqueen.com/blog/2009/05/02/h...> that I might try.

126k images for a catalog is quite a bit. I'd break it up somewhat. I have different catalogs for different things. Some people will make a single catalog for each event they shoot. Catalogs can get pretty big and stay functional, but when you're talking a 5GB catalog, imho (and I don't work for Adobe) you're pushing reasonable limits.

I had been using LR2 prior to rebuilding my machine last week with Windows 7 64-bit, and was hoping to see a speed boost. Unfortunately, I have not seen that boost. It seems to really slow down the more I use it in a post processing session. Restarting the app helps, but after editing 4 or 5 pics, it bogs down again. My CPU meter shows both cores working pretty hard when it becomes unresponsive, and RAM usage slowy climbs to 90%+. I'm using an Athlon x64 4600, with 4GB of RAM, and the 64-bit version of LR3. I had similar issues with LR2 on Vista 32-bit, except Lightroom would totally crash on its own. At least now it doesn't die. I moved my catalog to a different drive hoping to speed things up a bit, but it didn't help much. I have around 126,600 images (about 270 gigs worth), and the size of the LR catalog is about 5GB . Anyone have any performance tips?

As far as the features in LR3, I have to say I love it.