Formatting a FAT32 partition
Since Windows 2000 there has been no native Windows way to format a FAT32 partition larger than 32768 mB (32.768gB).
Of course a FAT32 partition can be much larger (up to two terabytes!), but the decision to cap new FAT32 partitions at 32gb is explained here and here. Also note, if you build a FAT32 partition larger than 124.5 gB, Scandisk will not work on that partition, so if the filesystem has problems, you will not be able to repair it.
OK, having got those caveats out of the way, here's a simple and easy-to-use utility called fat32format.exe that will let you make a larger FAT32 partition in W2000/XP.