I'm running Fallout 3 with Windows 7 Home Premium 64-bit. I have Steam running as an administrator and in compatibility mode for Windows 7. I believe I have FO3 running as an administrator, but I have it set in Windows Vista Service Pack 2 compatibility mode. I don't know why. I recall messing around with the compatibility modes and can't recollect why I stuck with that one. I downloaded Windows 7 Codec Pack and monkeyed with the audio and video configurations.