They're probably exactly the same memory chips, the PC2 8000 have just been tested to run at higher speeds. If it were me, I'd get the higher end ones, IMO 5 dollars a gig for piece of mind is worth it.
As far as "needing" a 64 bit OS for 4 gig goes.......
You don't need it, but a 32 bit OS will not take advantage of the full 4 gig. You'll see somewhere between 3.2 and 3.5 gig being used by the OS which is still a hell of a lot better than only 2.
Personally.... I'm sticking with a 32 bit OS until I get a warm fuzzy feeling about overall 64 bit OS compatability with older apps and games.
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