He's right about the clock/memory speeds. The 64mb has a faster stock memory speed, but most 128's will oc higher than that anyway. If you only playing games like Q3, or plan on being addicted to UT2k2, tehn get the 64mb. Direct3d games like Jedi Knight 2 and so on will run a lot faster with the 128meg though, so for a overall gamer the 128 might be a better choice. Ppl, do yourr research to figure out what card is best for you I'm personally waiting for a good deal on a 128, but am tempted by this for sure...