For a 32 bit OS (Ie my laptop) I don't really feel the need to upgrade from XP, even for Windows 7 (The RC runs nicely on this laptop). However for my 64 bit capable PC with 8GB Memory then the 64 bit version of Windows 7 will definately be worth it, especially since it is still on XP as it's main OS, with the 64 bit RC of Windows 7 on Dual Boot. I will probably get a retail license as well. I have had Vista on my PC in the past (uni license, which still works, have it at home) but after a reformat I wasn't impressed enough to buy it. 7 However, is looking strong.