My apologies to Mike and Ron. I believe that this is a matter of
semantics. Using an OEM WXP one cannot upgrade saving one's
personal settings and data. With W98SE installed when I boot with
the OEM CD it gives me the option to delete the partition and reformat
for a clean install. If I insert the WXPOEM_EN cdrom with W98SE
running it only gives me the option for a clean install (advanced).
OK. Then XP does its thing and another dialog box comes up asking if I
want to install to C: partitioned FAT 32 or D: unpartitioned. I chose
D: and then wound up with a duel boot system.
I guess in a _way_ I have _upgraded_ from W98SE to WINXPPRO,
using the OEM disk.