Migrating my 292 Gb iPhoto library to Photos requires 438 Gb disk space ?!!!

I'm trying to migrate my iPhoto library to the new Photos, but it gets stuck at 8% of the process, requiring "at least 438GB of disk space".
My 35,236 items library has only 292 Gb and, as far as I understood, Photos would use the same files... so, why is it asking for that much space???
Thanks!

Your plan is generally OK, but I would suggest a different approach, since you're so frazzled by it.
1. Update iPhoto first; check and backup the iPhoto Library;
2. Upgrade to Yosemite; This will prompt you to migrate to Photos, but you don't have to do it, so don't!
3. iPhoto 9.6.1 will remain in your Applications folder and you can continue to use it;
4. Learn more about Photos, it's features and how iCloud Photo Library really works (for example, once you turn it on, you won't need to download manually);
5. When you do feel you know enough about Photos, only then launch it to migrate your photos; after migration your iPhoto Library remains fully functional, in case you want to revert to using iPhoto, so that part should not worry you.
Thet biggest issue you have is the small amount of free space. You might want to address tha first, or locate your new Photos Library on an external drive as well, and only move it to your local drive when it's been optimized (or keep it on an external).

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