The only downfall to using a 32-bit version of an operating system over a 64-bit operating system means that you are basically telling every developer out there that the 32-bit operating system is still popular. To be honest, I don't have a clue why Microsoft even rolled out a 32-bit version if the 64-bit version runs 32-bit programs. They should have totally wiped the 32-bit operating system out of being sold. Most processors made past 2003 for AMD/2005 for Intel support a 64-bit operating system. If you got a computer that is older than that well; it probably shouldn't be running Windows 7 or Vista anyways even though I'm well aware that they can run both operating systems. But that's besides the point. In order for 64-bit architecture to become popular they should have just released Windows 7 as 64-bit only. Instead Microsoft stupidly made a retarded decision. So therefore I actually regressed back to XP Professional 32-bit. Due to the fact that most of the games I have run on it more efficiently than Windows 7 64-bit. But when it comes to doing school work, power point, excel etc I do use Windows 7 64-bit. I'm just not ready to jump into it with all my old xp games yet. Sure you can modify a lot of games to run on 7 through compatibility but half of mine either stopped working or play really weird. I shouldn't have to modify anything. But, if you want to force most developers into developing 64-bit programs; Windows 7 64-bit version is the way to go. BUT since it still runs 32-bit programs... why would a developer make a 64-bit program Regardless, my vote is for the Windows 7 64-bit. Same price as 32-bit and it's more like an upgrade than anything else. Technology is starting to go far beyond most companies capability of supporting it in time.