24GB Memory Windows 7 PRO 64, Usage 60%

You can lower the RAM allocated to the VM machine from VMware settings somewhere. 4GB will be enough for a smooth Win7 64 bit experience. I had problems with for example Windows Update when allocated was 2GB (too slow to find updates and apply them), came back to its senses after increasing to 4GB.

24GB is more than enough for most situations. Don't forget 8GB is already a good amount of memory (for regular usage and gaming) and you would have more than that running a VM machine anyway. I believe there would be no reason for you to upgrade to 64GB. I see only a few people here with so much RAM, maybe they will comment too.

Hmm, nice catch ignatz :) Question: Is it possible to use the extra mem as a RAMDrive or some such?

No my system is windows 7 Pro 64bit.

Source of the problem was VMware, it was just sucking the resources and also page file system was way too high, not sure why windows set it to 24547, i reduce it to half.

I believe that Windows will by default set the pagefile to memory size, based on the principle that you will have a workload proportional to your memory size. In the event that your workload is smaller a much smaller pagefile is adequate.

Reduced the pagefile size and removed vmachine , now everything is good.

Cheers for the all the answers.