timeout when running upgrade.php

When trying to upgrade from wordpress2.0 -> 2.0.1 the webbrowser timeouts. I have tried in firefox, and ie
running php5.04 mysql4.1.7 apache1.3.33 (should upgrade!!)
on xp..

any suggestions would be nice, not many posts (less than 50) very few comments, upgraded from 1.5 -> 2.0 fine…

-bruce