so here is my rig in a nutshell: AMD x2 4200 2 200 GB HDs 7500 GT Vid Card 3 GB Ram I do alot of video and photo editing in After Effects, Photoshop, Premiere, and all the rest.. I just recently upgraded from 2gb of ram to 3gb but havent seen much of an improvement at all. I know XP doesnt recognize OVER 3GB but i thought i would see a little bit of increase from 2 to 3gb.. anyway, would i see a big increase in performance if i jumped to a 64bit OS? im looking at the XP Pro 64 first, and then lastly a 64bit Vista (im not convinced its better yet). i've read there is no cutoff for 64 bit OSs as far as memory range (obviously you cant have more than your motherboard will allow either) but is there still a cutoff for software usage? Whats my best option do you think? i read somewhere that after effects and photoshop cant even take advantage of MORE than 2GB of ram anyway, but would an OS switch to 64bit change that or help separately? thanks in advance!