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Installing a Windows XP Pro or Home Upgrade CD without a Previous OS 

 

Begin the windows install as if it was the full version, during the install you will be prompted for a previous operating system, at his point put your old operating system CD in the drive and browse to the I386 folder (for Windows NT or 2000), WIN9X folder (for Windows ME), or WIN98 folder (for Windows 98). Click ok, the windows upgrade will confirm this is a full version and continue with the upgrade (after you replace the upgrade CD).