Everything you need to know about Windows 8 upgrades (FAQ part 2)

Upgrading to Windows 8 is a straightforward process, but the details vary depending on your starting point. This second installment of my Windows 8 upgrade FAQ covers the ins and outs of different upgrade paths.
Written by Ed Bott, Senior Contributing Editor

In the first installment of this FAQ, I addressed the questions I hear most often about purchasing a Windows 8 Pro upgrade directly from Microsoft.

Here's a recap of what you'll find in that post:

  • Where's the product key?
  • If you choose the download option, what format do the installer files come in?
  • How much does the upgrade cost?
  • How many upgrades can you purchase?
  • Is there an upgrade path from an earlier 32-bit Windows version to 64-bit Windows 8?
  • And more... So go read it if you haven't already.

See also:

In this post I want to walk you through the ins and outs of each upgrade path. There are quirks, limitations, and restrictions, depending on your starting point.

Getting Started

You can purchase the Windows 8 Pro installation media in a retail package from online resellers like Amazon and Newegg, from the Microsoft Store, or from any local brick-and-mortar outlet. The biggest advantage of that package is that it includes both 32-bit and 64-bit media that can be used on any PC. (You get to choose one version. The retail package includes a single license only.)

If you purchase the upgrade online, directly from Microsoft, you get the best price, but you might have to jump through some hoops to download the installer files. You can purchase the downloadable copy for $40 and pay $15 extra for a backup DVD to be delivered via email. That total price is less than the retail package price, although you might be able to find discounted copies in retail outlets.

For this FAQ, I'll emphasize the download options.

When you purchase a Windows 8 Pro upgrade, you get a product key good for installation and activation on one PC, which must be licensed for an earlier version of Windows (the exact details are in the license agreement).

You also get the option to download the files and begin the upgrade immediately, but you're not required to do that. The e-mail receipt you receive from Microsoft for your Windows 8 upgrade order (which you should save for future reference) contains your product key and a download link that you can use later. That link downloads a very small (5 MB) stub that prompts you to enter the product key and then begins the download process.


You don't get to choose which version of Windows 8 Pro you download. If you run the Windows 8 downloader from a machine running 64-bit Windows, you get a 64-bit installer. Run it from a 32-bit machine and you get a 32-bit installer. If you want the option to download an ISO file or create a bootable USB flash drive from the downloaded files, you must use Windows 7 or Windows Vista.


At no point during the upgrade process will you be asked for any proof that you're eligible to upgrade. You won't need to enter a product key or supply a DVD from a previous version. You can use the upgrade media to perform a completely clean installation on a brand new hard drive, or you can format the system drive during install. None of those scenarios have been blocked in my testing.

Assuming you've got the installer files (on DVD, USB flash drive, or downloaded directly), you're ready to begin setup. Choose your starting point to see what's involved with each upgrade path. Let's begin with Windows XP, the oldest currently supported Windows version.

Upgrading from Windows XP

The first thing you need to understand is that Windows XP is old. More than a decade old, in fact, which makes it downright ancient by tech standards. The support clock is winding down rapidly for XP, which will be officially retired in April 2014.

XP is so old that the Windows 8 Upgrade Assistant does not allow you to migrate any settings or programs. You can keep the data files from your personal profile, but that's it.


The device driver model has changed radically in Windows versions after XP. Any current drivers you have will probably be useless. You'll want to check compatibility carefully for devices like printers and scanners and anything old or offbeat (most video cards and network adapters will work just fine).

If you're running Windows XP, it is almost certainly the 32-bit version. (Yes, there's a 64-bit Windows XP, but it's an odd beast rarely found in the wild, and it's highly unlikely you're running it.)

When you download the Windows 8 Pro upgrade using Windows XP, you get setup files only. Those files are copied to a hidden C:\ESD folder, and you get the option to run the Setup program immediately after the download concludes or create a desktop shortcut to run it later. The options to download an ISO file or create a bootable USB flash drive are not available.

And those installer files will be 32-bit files. If the XP machine you're upgrading has 4 GB or less of RAM, that's not a problem. If you're planning to use the upgrade on a system with more than 4 GB of RAM, though, you'll need to download the installer files from a computer running a 64-bit version of Windows Vista or Windows 7, create bootable installation media, and then use that media (DVD or USB flash drive) to do a clean install.

Regardless of which method you choose, you'll need to reinstall any programs that you were previously using.

Upgrading from Windows Vista

An upgrade to Windows 8 Pro from Windows Vista allows you to keep files and settings, but not installed programs.

As with all Windows versions, the upgrade option is only available if you're upgrading to the same version that's installed: 32-bit to 32-bit, 64-bit to 64-bit. If you're running 32-bit Windows Vista, you'll need to boot from 64-bit installation media. In this scenario, your old program and data files will be copied to a Windows.old folder, where you can recover them after Setup finishes.

Upgrading from Windows 7

This is the simplest upgrade path of all. You can upgrade to Windows 8 Pro from any version of Windows 7, and you can choose whether you want to migrate files, settings, and programs, just files, or nothing. Be sure to pay close attention to the Windows 8 Upgrade Assistant, which will alert you to any programs or drivers that must be uninstalled before the upgrade or updated afterwards.


Next page:  Upgrades and downgrades from Windows 8

Upgrading from any Windows 8 preview

The fact that you used the Consumer Preview or Release Preview versions of Windows 8 doesn't grant you any license rights. Your eligibility for the upgrade is determined by the operating system you were previously using. Assuming that you installed the Windows 8 preview on a PC that was purchased with Windows originally, you're free and clear. Use the Windows 8 Upgrade Assistant to identify any issues you need to address, and then proceed with setup. As with Windows 7, you can do a clean install, moving your data and program files to a Windows.old folder, or you can migrate files, desktop programs, and settings to the final release.

Setting up Windows 8 on a new PC, new virtual machine, or dual-boot partition

If you're installing Windows 8 Pro on a PC that isn't already licensed for Windows, you don't qualify for a discounted upgrade. The same is true if you intend to keep your existing version of Windows and run Windows 8 in a separate partition in a dual-boot or multi-boot configuration.

Under the terms of Microsoft's license agreement, you can't use an upgrade version of Windows 8 for this type of installation. Instead, you need to buy the Windows 8 or Windows 8 Pro System Builder package from a reseller. Currently, those packages are priced at around $100 for Windows 8 (Core) or $140 for Windows 8 Pro. Unlike with earlier versions, the Windows 8 System Builder packages contain a Personal Use License (PUL) that allows you to install the software in a PC or virtual machine without the requirement to resell the system to a third party.

The license grants you "the right to install and run [Windows 8] as the operating system on a computer that you build for your personal use, or as an additional operating system running on a local virtual machine or a separate partition."

As I noted this past summer, this is the first time Microsoft has formally acknowledged the right of its end-user customers to install Windows 8 on a new PC they build themselves, or to install it in a virtual machine or on a separate partition. The older full packaged product is no more. You can read more about the PUL in this post: Microsoft radically overhauls license agreements for Windows 8.

Moving from Windows 8 to Windows 8 Pro

If you buy a new PC with the Core version of Windows 8 installed on it, you aren't eligible for the discounted $40 upgrade to Windows 8 Pro. Instead, you need to purchase the Windows 8 Pro Pack from Microsoft. The good news is that upgrade takes only a few minutes. You don't need any installation media; all that's required is a product key. And it doesn't require migrating files, settings, or programs, all of which remain untouched. The bad news is it costs more. Currently, the discounted upgrade price direct from Microsoft is around $70.

To begin the upgrade, open the System Properties dialog box and click Get more features with a new edition of Windows.

That leads to these two options:


If you choose the first option, you're taken to a screen where you can pay $69.99 for a Windows 8 Pro product key and upgrade on the spot.

Choose the second option if you already have a Windows 8 Pro product key. Note that this key can be from any edition of Windows 8 Pro, including System Builder and retail upgrades. You can successfully upgrade using a product key you purchased for $40 using the Windows Upgrade Assistant. It's up to you to decide whether you meet the requirements to qualify for an upgrade license.

Downgrading to Windows 7

I've said it before, but it bears repeating here: The only way to qualify for downgrade rights to Windows 7 is to purchase a new PC with Windows 8 Pro already installed by the PC manufacturer. If you buy a PC with Windows 8 (Core) and upgrade it to Windows 8 Pro, you do not qualify for downgrade rights. In that scenario, you must purchase a full retail license for Windows 7.

The Personal Use License rights are for Windows 8 only. Microsoft does not include this right with a System Builder copy of Windows 7:

Q.Can I use the Personal Use License for Windows 7 software?

A. No. The Personal Use License is for Windows 8 and Windows 8 Pro software only. If you are building a PC for your personal use with Windows 7 software, you still need to purchase the full packaged retail version.

If you do qualify for downgrade rights, you must acquire Windows 7 installation media on your own and activate over the phone.

In the final installment: Everything you need to know about Windows 8 product keys and activation.

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