Yes, it will work, but I want to know, why do you need to use the 64 bit version of Windows 8? --------------------- Windows 8 64 bit comes in handy when you need to address at least 4 GBs or more of RAM. Windows 8 32 bit can utilize up to 3.2 GBs of RAM. Because the memory address space is much larger for 64 bit Windows, that means, you need twice as much memory than 32 bit Windows to accomplish some of the same task, but you are able to do so much more, you can have more applications open, do things like run an Antivirus scan in the background without it affecting your system performance. Windows 8 64 bit is more secure too, malicious code cannot easily infiltrate it, drivers are more reliable since they must be signed before they can work with 64 bit Windows 8. --------------------- As for compatibility, you will need 64 bit device drivers for any hardware devices you might have. Also, there is no 16 bit subsystem in Windows 8 64 bit, which means, your applications must be 32 bit only, not 16 bit installer or uninstallers. --------------------- Depending on the edition you are running, you can preserve your personal files, applications and settings. Regardless of that, I strongly recommend you dual boot with your existing operating system instead of replacing it with the Windows 8 Release Preview. The Release Preview is still under heavy development and you should not replace a production copy of Windows with it (whether that be XP, Vista or Windows 7).