I have considered going to 64-bit, but I have the feeling that it may cause more problems. This machine is for my cab, and I also have two EMS TopGun II, a Logitech MOMO steering wheel, Model 2 emulator, Zinc, and nullDC Naomi. I am worried that if I make the jump to 64-bit, I may get some compatibility and driver issues with my current setup. I'm also running MameWah as well. If I'm wrong about these compatibility/driver issues, please let me know. Last time I checked though the EMS TopGun II didn't work on 64-bit XP.
In response to joeH, 3.7 was the highest I could get without my heat going up too much. Right now at 3.7GHz, my CPU temp goes to 56-58 degrees under load and that's with an OCZ Vendetta cooler as well and two case fans. I think my processor's OCing capabilities are limited. I've overclocked a E7200 from 2.66 to 3.7 with the same heat output as my E8400 OCed to 3.7. What is the heat output you get on your processor under load?