You need a comp with really good GPU, otherwise watching jaggity shapes flying through the air at 11fps is just plain wrong imo. I also have IL-2 1946 running on Win7 64bit.. no problems. Much better then when it was on WinVista or WinXP. IF your having problems getting it to run, install in a folder other then Program Files (x86). I just use a second partition in my drive. No security conflicts.