Not if you choose the upgrade option. Make sure that you launch the program from within Windows - DO NOT boot from the CD. Then choose upgrade and everything should be fine.
Is there a particular reason that you want to upgrade? There's not much on XPPro that can't be done on XPHome, and quite a bit of the differences can be overcome with freeware programs. Here's a link that compares the versions: http://www.microsoft.com/windowsxp/pro/how.../choosing2.mspx
Upgrading is not, IMO, a good thing. In short, when you upgrade you stand the chance of importing problems from the old installation to the new installation (and those problems may not have been evident in the old installation). The other reason for this is that too many people have reported serious problems with upgrading to Windows XP. That being said, the upgrade from XPHome to XPPro should be smoother as you're not changing operating system significantly.
Should you opt to do a clean install, you'd have to backup your data first, then boot from the XP upgrade CD. It'll search your hard drive for a qualifying product (your XPHome) and then will allow you to wipe the drive and start over fresh. The benefit to this is that you've got a brand spanking new installation of the operating system on the computer - rather than the cobbled together stuff that results from an upgrade.
Oh, BTW, did I tell you I don't like upgrades?
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