George, You don't really have a choice. OEM means you cannot use it as an 'upgrade' - it has to be a new install.... Rick P ----- Original Message -----=20 From: George A Clark=20 Subject: [PCSOFT] Installing Win XpPro OEM I presently have Win2k installed on my machine. I have a new OS to install, this is the OEM XP Pro..My question is, do I install this = xpro OEM, as a stand alone or as an upgrade..advantages & disadvantages ? What is the best option ------------------------------ End of PCSOFT Digest - 19 Jan 2004 to 20 Jan 2004 (#2004-21) ************************************************************ Do you want to signoff PCSOFT or just change to Digest mode - visit our web site: http://freepctech.com/pcsoft.shtml