I have three computers running Vista64, two computers running Win7, and one with XP which I kept around for the few programs I had that didn't work with Vista. In my opinion that while Win7 is nice, it isn't worthwhile to upgrade to it from Vista. If upgrading from XP, then yes, it is a worthwhile upgrade. Of course, if you want to run DX11 games, then Win7 is required. At the same time, if you want to run the latest games, I think its well past time to make the jump from a 32 bit OS to a 64 bit OS. If that requires building/buying a new computer, then just think of it as the price of progress. As attached as some people are to the old 32 bit OS, time and progress wait for no person.