Hello Gerald,
#1 Yes
#2 If your Ultimate is full retail, you can either do an inplace upgrade
from the Home Premium desktop (run the Ultimate DVD from within Home Premium
desktop), or do a clean install via booting with the DVD.
If you have the Upgrade edition of Ultimate, then you upgrade in place.
Do note that if you wish to use the x64 version of Ultimate, then you can
only do a clean install. There is no upgrade from 32 bit to 64 bit.
--
Jane, not plain

64 bit enabled :-)
Batteries not included. Braincell on vacation ;-)
"GeraldF" <> wrote in message
news: ...
> If I purchase a proprietary system from Dell or Hp which
> comes with Home Premium, and I have separately purchased
> a retail copy of Ultimate.
>
> #1 am I allowed to legally upgrade?
>
> #2 if so, do I just have to enter the upgrade code or do
> I have to completely install the OS?
>
> Thanks