I use CS5, but it runs like a dog on a 32bit win7 system. It eats up whatever you have left of the 4GB pretty easy. I don't really have a problem with my main systems that have 12GB. I'm trying to run photoshop on older laptops and remember that one of the CS2 or 3 ran pretty nice. I seem to remember in my transitions that somewhere in the middle it go real nice. Like CS1 ran pretty slow and CS2 ran great, while going to CS3 or CS4 it got bloated again. I can't really remember. So if anyone has any idea lmk. Thanks!