64bit windows is... 64bit capabled working operating environment. i mean, it can support softwares with 64bit operation. if you are running 32bit softwares on 64bit windows, then its like giving an old folk with a ferrari. so... its not an OS alone that you should take care, but the whole business
and 64bit operation capabled of calculating greater range of integer/floating values, along with addressing greater range memory/ram location as other mentioned, xp is 3-4GB ram limit coz the 2^32bit = 4294967296 bytes including all those special windows stuffs, with 64bit, the limit will be 2^64 = 18446744073709551616 bytes = 18ExaBytes of ram!. but 64bit will not makes it any faster for the operation, 32bit of a math operation/algorithm will run just the same speed as 64bit version on the same processor clock MIPS. just in case someone misunderstand it that way.
so... when will you be needing the more than 3GB of RAM? up to the exa value of calculation? you must be a scientist running a "theory of everything" simulation on your pc or a hollywood 3D Animation reality rendering business or just simply a 3d gaming nuts. running a EE sim and Arduino IDE? win98 can do that easily (well, except the USB compatibilty which is the reason i upgraded to xp). i myself never hit my 3GB RAM limit with all the fancy stuffs that i have. the only reason that people upgrade to win7 i think is because the fancy support, coloring and those special effex things (personal user, not business) and no real commitment to something, no offense, just my thinking from a remote place here.
and personally... i really hates win7 start menu, its a backward in term of user friendlyness (menu and sub menu)
just my 2cnts.