If i'm upgrading from XP home to XP Pro will i lose my settings and d-loaded programs and user accounts and shit? I'm asking so i know if i have to find my back-up disk's

If you just use the upgrade mode, no.

If you tell it to do a clean install, yes you will loose it all.

It should ask you when it starts up which you want to do.

do i start-up with the cd in or can i just pop the cd in from the desktop

thanks i just installed from desktop everything worked fine and i now have XP PRO!