I second the advice that Fire Cat is giving. Anytime Upgrade allows you to upgrade without changing your file system, and no mess is left behind. Unless you need the language packs & Bit Locker, Pro will save you $50 or so. There really is no other advantages, but if you do need it, you'll save a ton of cash with the Anytime Upgrade. However, if your computer has 64 bit installed, and you want 32 bit (Why?), you must do a clean or "custom" install, as it's called. It can be done from an upgrade disc, if you want, but be sure to search the forum on this, to make sure that's what you want. And ghrodgers, welcome to the forum! If you have anymore concerns regarding this or anything else, always feel free to post anytime.