Just sharing some experiences.

I was running skyrim 1.4 on windows Xp 32 bit on phenom II 945 + 4Gbram + ASUS 560Ti(1GB), without much problems.
Even with the high resolution packs (the only mods I use) it ran stable after starting windows XP with the 3GB switch, but the game became slower and more 'jerky'.

And then I noticed the new geforce driver 2.95.73 WHQL, which should boost skyrim performance and visuals.
They did, but I also noticed some yellow flickering on objects and surfaces, signs of missing/wrong textures I suppose.
Then after a few minutes my screen froze in the item menu, tab/escape did not change the screen, but I was definitely back in the game, I could hear the sound change when rotating.
After ctrl-alt-del and killing skyrim with the taskmanager, I rebooted and tried again with similar endresult.
So, back to another driver, I was too lazy to dig up the installation CD, so downloaded the latest driver from the ASUS site : 285.66
This was also a disaster, after a few minutes play no CTD, but worse, a CTB (crash to bios).
Then I started digging up my install CD, to go back to the driver shipped with my 560ti card : 267.85
Choosing between less visuals and slower game for hours, or fluently and nice visuals for 5 minutes, is easy.

Newer is not always better...

A 32bit OS cannot use large address aware switch anyway in regard to that point.

With a system like that, why are you using XP, esp 32-bit XP?

About six years ago I bought a new disk for my win98 system, but motherboard did not recognize the total capacity, even after bios upgrades.
I bought out of frustration the remaining parts around my new hard disk, mobo cpu 2Gb memory etc., and at that time XP was the most obvious choice.
Later I added memory, dropped in a quadcore, and recently a new 1920x1200 lcd monitor to replace my CRT, and for that high resolution my old videocard was too slow, so I replaced the videocard.
Don't want to install everything again on a newer OS as long as it serves its purpose.

You realize you can use about 2 gigs of all your ram combined on a 32 bit OS, literally gimping your computer=p

XP's task scheduler can't handle multiple cores properly, you're not able to use all 4 GB of your RAM (especially not with a 1 GB video card on a 32-bit system), and the 32-bit OS is pretty much the reason behind your stuttering. In short: Upgrade your OS.

Wrong, read these :
http://msdn.microsoft.com/en-us/windows/hardware/gg487508

And some explanation of the consequences:
http://blogs.technet.com/b/askperf/archive/2007/03/23/memory-management-demystifying-3gb.aspx



XP supports multicores, maybe not as good as later versions, but stuttering was not a serious problem until I used the high resolution textures, and even then only after leaving a house or fasttravel etc.

I am quite well aware of the limitations of a 32bit OS, and I will migrate to something 64bit (have the additional memory already on my desk), but first I have to solve some other peripheral driver stuff.

I do not think this has anything to do with the unwanted behavior of the later nvidia drivers.

And now I am off, to kill that bandit leader...

Not for general users and it's still limited.

The 3GB switch has been a proven cause behind system instability on 32-bit XP. All it really does is let you use all 4 GB, instead of being limited to 3.25 GB. Yes, XP's task scheduler does support multiple cores but it's very bad at it and really has no idea how to do it. Keep in mind XP came out in 2001, and the first mainstream dual-core CPU was in 2005, nearly a year after Service Pack 2 was released. Even though XP later got Service Pack 3 in 2008, SP3 did little to deal with the poor task scheduling XP had.

Try the new drivers again and choose "clean install' in the advanced installation option. After that verify the integrity of your game cache in Steam and the defrag them (go to "Properties" in Skryim and the "Local Files" tab). Delete your Skyrim.ini and SkyrimPrefs.ini files and allow them to rebuild. May not fix the issue, but it couldn't hurt to try. The 295.79 drivers should run fine with either XP or Win 7.

I run 32-bit just fine - but Win7 OS.
3 x 1GB in triple-channel works great and the game runs beautifully with a smooth high framerate.
But I guess I could screw that up with the high-def texture pack, heheh...
Honestly, why would you install that on a 4GB system with WinXP?
And friend, going backwards into time with your Nvidia drivers isn't going to help either.

I have a sealed copy of Win7 64-bit here (cost about $100 bucks for OEM, when buying hardware).
But it all depends! Some guys are self-declared 'graphics freaks' and are perfectly happy with ~20 fps.
Others (like me) treat the game like a twitch first-person shooter, and want 60 fps.
I did some tech-support for a guy, he was having terrible troubles...
Turns out he had uGrids=9 and couldn't understand why it wasn't working, heheh.

Anyway, stay away from that memory-switch garbage on 32-bit, it can muck your rig right up...
It's a bad plan.

I have same cpu and video card, and run XP - no problem at all. I do NOT have the HD texture pack installed, I DO have newest NVidia drivers installed, and they are fast!

CPU is O.C. to 3.3GHz, video card stock,and I get 60FPS at less than 80% gpu usage virtually everywhere

re XP vs 7 if you're feeling advneturesome.....http://www.tomshardware.com/news/windows-8-consumer-preview-download-build-8250-server,14802.html