ok, my 2 cents. I bought vista, mainly due to getting hosed on XP64. after running RC1 and X64 side by side, i had to decide that i just plain got better performance and fewer errors. the few errors i was having on Vista are fixed in the release version. My boot times are faster, my programs load faster, i never crashed. Eye candy also can play a part. XP theme drives me up the wall, yet clasic is a bit tired , i mean geeze folks, its the same visual option set we have had for 12 years. to sum it up, going from XP64 to vista ultimate was a blessing and with the Home Upgrade program, about makes it worth it Tossed one on the lappy for my wife and keeping the other in spare. AM2 4200+ 2gig DDR2 XMS2 800 SLI , Asus Crosshair ATI x1900 and 2 SATA 2 baracuda's in a stripped raid. Games Played under Vista.... Civ 4 Oblivion Fear LOTR 2 Battle for Middle Earth Sims 2 Mech 4 mercs Ghost Recon StarCraft Diablo 2