okay did some digging around and it seems the 915 chipset is 32bit? so it can only access the 3.2GB Memory. so even though the CPU and OS are 64bit, Im limited by the chipset, how weak. Its just my test system to run vmware on, hence why I put 4GB memory on it, although 3GB is plenty, it just bothers me that Im short 1GB. Think I'll just ebay off all these cheap parts and get some decent ones. end up spending about the same.