but is it a conversion (which doesnt delete file son the harddrive) or does it actually format the drive?

It's a conversion. Though I'm sure there's the option to format if you'd like to do so.

OK this time i tried partition magic 8 it said conversion files cannot be batched or somethin like that and that it couldnt convert and when i clicked ok the pc would reboot (im assuming to make it so that it could convert in boot mode or w/e) so i rebooted and teh windows XP check disk came up.. i let that run then the windows xp conversion came up (it wasnt partition magic... unless partition magic uses the windows xp conversion at boot up) and once again like i said in my lat post it said it couldnt be converted

Then I'm afraid you won't be able to do it without formatting, there must be some sort of data error among your files. Are you able to back your data up so you can format it and make it an NTFS? (Or you can of course just keep the FAT32 format, but I don't recommend that)