On 64-bit versions of Windows, you have two separate Program Files folders. But it doesn’t end there. You also have two separate system directories where DLL libraries and executables are stored: System32 and SysWOW64. Despite the names, System32 is full of 64-bit files and SysWOW64 is full of 32-bit files. So what gives?

What Is System32?

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The System32 directory contains Windows system files, both .DLL library files used by programs and .EXE program utilities which are a part of Windows. While most of the files you find in here are part of the Windows operating system, third-party software programs sometimes install their own DLL files to this folder as well.

Applications running on your system may be installed in your Program Files folder or elsewhere, but they often load system-wide libraries from the System32 folder.

Separating 32-bit and 64-bit Libraries

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On a 64-bit version of Windows, you have a C:\Program Files folder containing 64-bit programs and their files, and a C:\Program Files (x86) folder containing 32-bit programs and their files. It’s helpful for these files to be separated because 64-bit programs need 64-bit DLL files, and 32-bit programs need 32-bit DLL files.

If a 32-bit program goes to load a DLL file it needs, finds a 64-bit version, and tries to load it, it will crash. By separating 64-bit and 32-bit software into two different Program Files folders, Windows ensures that they won’t get mixed up and caused problems.

However, not all DLL files are stored in Program Files. Many system-wide libraries included with Windows are stored in C:\System32, and some programs also dump their own library files here. So, just as Windows has separate 32-bit and 64-bit Program Files folders, it also has separate 32-bit and 64-bit versions of the System32 folder.

System32 and SysWOW64

On a 32-bit computer, all 32-bit programs store their files in C:\Program Files, and the system-wide library location is C:\System32.

On a 64-bit computer, 64-bit programs store their files in C:\Program Files, and the system-wide C:\Windows\System32 folder contains 64-bit libraries. 32-bit programs store their files in C:\Program Files (x86), and the system-wide folder is C:\Windows\SysWOW64.

This is definitely counterintuitive. Despite the “32” in the name, the System32 folder contains 64-bit libraries. And, despite the 64 in the name, the SysWOW64 folder contains 32-bit libraries—at least on 64-bit versions of Windows.

In general, you won’t need to know this. The Windows operating system and programs you use automatically place their files in the correct location and use the correct folder. However, if you ever need to manually install a DLL file in the correct location or find where one is installed—which is very rare—you’ll need to know which is which.

WOW64, Explained

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The “WOW64” part of the name here refers to Microsoft’s “Windows 32-bit on Windows 64-bit” software, which is a part of the operating system. This allows Windows to run 32-bit programs on a 64-bit version of Windows. WoW64 redirects file access to ensure programs will work properly.

For example, if you install a 32-bit program on a 64-bit version of Windows and it tries to write to the C:\Program Files folder, WoW64 points it at C:\Program Files (x86). And, if it wants to access the C:\Windows\System32 folder, WoW64 points it at C:\Windows\SysWOW64. Windows does this using a file system redirector.

This all happens automatically and transparently in the background. The program doesn’t even have to know it’s running on a 64-bit operating system, which allows older 32-bit programs to run without modification on 64-bit versions of Windows. WOW64 also redirects registry access, ensuring there are separate areas of the registry for 64-bit and 32-bit programs.

So Why Is System32 64-bit, and SysWOW64 32-bit?

All that brings us back to the million-dollar question: Why is the “System32” folder 64-bit, and SysWOW64 32-bit?

The answer seems to be that many 32-bit applications were hardcoded to use the C:\Windows\System32 directory. When developers recompiled these applications for 64-bit versions of Windows, they continued to use the C:\Windows\System32 directory.

Rather than renaming the directory and forcing developers to move to the new one, breaking many applications in the process, Microsoft left “System32” as the standard system library directory. They created a new library directory for applications running under the WoW64 layer, which they named “SysWOW64”. When you think about it this way, the name makes more sense.

Yes, it is a bit silly that a directory with “32” in the name is now 64-bit. Perhaps Microsoft should have seen that coming when they named it C:\Windows\System32 in the 90’s. But, although a more straightforward naming scheme would be nice, it’s not worth breaking a bunch of programs and creating more work for developers just to get there. That means we’re stuck with System32 and SysWOW64 for the foreseeable future.

Profile Photo for Chris Hoffman Chris Hoffman
Chris Hoffman is Editor-in-Chief of How-To Geek. He's written about technology for over a decade and was a PCWorld columnist for two years. Chris has written for The New York Times and Reader's Digest, been interviewed as a technology expert on TV stations like Miami's NBC 6, and had his work covered by news outlets like the BBC. Since 2011, Chris has written over 2,000 articles that have been read more than one billion times---and that's just here at How-To Geek.
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