The first one is the full version that can be installed on any system.
The second, upgrade version that you own a qualifying, previous version of
Windows.
You can still perform a clean install with either version.
To install the upgrade version requires that you own a previous
qualifying version of Windows, either installed on your hard
drive or on a diskette that you can insert as proof of ownership
when setup asks for it. The full version doesn't require this.
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