When I say upgrade I mean purchasing the package, not doing an actual upgrade, I am talking about doing a clean install, which you can do from XP. I guess I made it more confusing. My Appologies. I guess I am talking about previous licenes to new license, not doing an actual install upgrade. Licenesing only terms. If you are referring to to doing an Install Upgrade, installing the OS over the top of the other. Then no, (it is like for like install).