It won't work, CPU's work with either x86 or x64 operating systems, not both. I literally just tried this because my boss refuses to upgrade to a newer computer, but wants windows 7. It does in fact run home premium 32 bit beautifully, but only with a basic theme. it can't handle the aero. Ours however is only running on 1 gig of RAM, with the stock graphics card, so you should be cool with a 32 bit copy of either 7 or 8. Best of luck to you happy