No. The 64-bit OS will not run on a 32-bit CPU. Features like access to larger RAM rely on the additional capabilities of the 64-bit CPU and cannot be added to a 32-bit CPU simply be adding software. If you want any of the benefits that going 64-bit brings, you need first to upgrade to a 64-bit CPU, and then consider running 64-bit software on it. David Gillett From: Brad Feuerhelm <[log in to unmask]> > Hi all, > > I have XP Pro w/svc. pk. 3 I'm thinking of upgrading to the same but > in 64 bit. My hardware is only 32 bit. > > Question, can I do this without having to upgrade my hardware to 64 > bit? > > I'm really looking for compatibility for 4gig memory and above 137 gig > on the HD. I know that there are workarounds for both, but I have had > trouble getting the workarounds to work. So I'm thinking about going > the OS route if I don't have to spend the extra bucks on having to do > a total upgrade. > > Thanks > > Brad Feuerhelm > > PCBUILD's List Owners: > Bob Wright<[log in to unmask]> > Mark Rode<[log in to unmask]> > Visit our website regularly for FAQs, articles, how-to's, tech tips and much more http://freepctech.com