I upgraded the internal hard drive on my S3 with a 1TB Hitachi. The seek noises are pretty loud. I'll try changing the drive's acoustic management settings. If that doesn't work, I was thinking of installing acoustic foam inside the case. Has anyone done this in an S3 or other TiVo? The foam would be the kind that is used to line the inside of PC cases, like Dynamat or Acoustipack. I have Acoustipack in my PC and am very happy with it, so I was going to try that. I'm wondering if (a) it will help, and (b) if it will cause a problem with cooling inside the TiVo. Any other ideas on how to deaden the sound? Will putting the S3 on a foam mat help?