I upgraded from XP 32 bit edition using the forty dollar win8 pro upgrade. I don't recall it ever asking me which version I'd like. I have a 64 bit processor and 8 gigs of RAM. I'd rather use all of my system's resources, like any sane person given the choice. I'm not stuck in 32 bit am I? If this is the case, I'd never have left XP. EDIT *SOLUTION*: If you have 32 bit windows XP (or any other 32 bit windows OS) and you want to make the jump to Windows 8 pro using the $40 digital upgrade (offer lasts until the end of January, hop on it!), here's what you should do... When you use the upgrade advisor, it's going to lock you into whatever environment you're currently in. So if you have 32, expect to go to 32. If you have 64, expect to go to 64. You can get around this however. WHAT YOU WILL NEED : A PC running a 64 bit version of windows Go to your other computer, or go to a friends/co-workers/bosses computer or whomever you can get hand from. Make the upgrade purchase from their PC. You will download windows 8, and then you will have the option to install it then and there (don't do it), leave it on the computer to install later, or (and our winner) make bootable media. If you have a USB drive you can boot from, fine. But what I did was burn an ISO to a DVD. Since you're on your buddy's 64 bit machine, the ISO will automatically be 64 bit. Burn the DvD, and take it home with you. And then, simply boot from your DvD and install windows that way. Lo and behold it will be 64 bit. If you were like me in that you made the purchase already from your home 32 bit PC, fear not! You still need your buddy's 64 bit rig. Simply follow this link: http://windows.microsoft.com/en-US/windows-8/upgrade-product-key-only ...and throw in your product key. Follow the same steps about burning the ISO. When you come back home and install it from the DvD before your computer boots and you'll have successfully gone from 32bit whatever to 64bit Windows 8 for 40 bucks. Winning!