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It makes me wonder if the install media is actually the same and the only difference is the license (and license key). They have practically everything else in there (Windows 7 Starter Edition for example, which is an OEM only product). Yeah its still kind of strange it isn't in MSDN though. I'm not really that familiar with software pricing, how much is it to bump up to the standard edition? The reason you can't find foundation editions is that they are direct from OEMs only as per Microsoft's wishes. You are certainly licensed to use it if you buy the R2 version so long as you can find install media, but it seems like that may be a challenge. There is no R2 Foundation Edition either. I just checked MSDN and a quick search didn't turn up a Server 2008 Foundation Edition. Any other options? Downgrade rights are alot more helpful to larger corporations that have volume licenses and have piles of old install media laying around or MSDN licenses where you can just go download the older versions. When I called Dell, they won't sell me a server with 2008 Foundation on it. However you can only obtain foundation edition OS's directly from OEM. Windows Server 2008 R2 Foundation has downgrade rights to run Windows Server 2008 Foundation. What I need is a server running Windows Server 2008 Foundation edition so that I can RemoteApp this program to 12-15 users. Currently they only sell servers with Server 2008 R2, which is 64bit only. The application will not run on 64bit systems. I need a server to run RemoteApp for 1 application.