Thanks all for the replies.. Nope, there is no upgrade path between 32-bit and 64-bit (or vice versa), regardless of the version. As you can't do an in-place upgrade this is effectively a new machine, so if you have a domain environment then your problem is going to be getting a Domain Admin to join the new OS installation to the domain so it can be trusted. To the above, I am not privy to the concept of becoming allowed in the trusted domain? what exactly does this entail? Logically I would have thought these settings are maintained somewhere on the local machine at the moment, would it not be possible to export these out? Company Politics! It is questionable - but having read the explicit rules on software, I see nothing against running a different version of XP. 7 is specifically not allowed though. Security wise this wont be a problem, i've checked and the software will run correctly. Maintaing the machine also wont be a difficulty. The exact benefit is that the machine in 32bit for will not support >3gb, for the applications I am using it would be of great benefit to work with a larger amount. Booting from CD/USB isn't a viable option - I will not be able to access any network resources this way. That sort of thing yeah.