Been using Windows 7(64-bit) for a few days now and I have to admit this time around is a lot more pleasing then last time(most likely my fault). From what I've seen this is basically how Vista was supposed to be when it got used. When I first installed W7, right after the first boot I went to task manager 38 processes, 25% of memory used(1GB). Not horrible, IMO and I can deal with it. Now that I've installed all my programs and have drivers, avast, etc running in the background it's more like 46 and 30% memory used. The worst part of W7 is the memory footprint but it was inevitable, it increases with every OS and I never really expected it to stay on par with XP. As far as using this OS as a gaming OS is completely possible. Even running Crysis Warhead I was getting very similar FR to when I play it on my XP Boot(around 30FR avg. for both). AH is still no challenge and comp keeps it at a steady 60FR with with 16xQ AA and 16x AsF. Red Alert 3 stayed at a solid 30FR(it won't go over that, something with how all the C&C games are) and my lowest drop was to 25 after me and a friend built a giant hoard of units that you would almost never see in a casual game SP or MP. Overall a solid OS and when it's released I think I'll finally be ready to make the jump to the newest OS. Granted I'll still be keeping XP on an other boot but W7 will become my new universal OS. Overall with 64-bit the memory req. seems fine, since if your using 64-bit theres a good chance you have 4GB or more of memory, I would post min. at 3GB if your going to be gaming on it. Thats my 2-cents anyway, being a die-hard XP fan Windows finally made something that can appease me and get me to switch, and since it's still in development we can only hope it gets better.