Yep i want to be able to hear people coming up behind me, or know were a shot came from

No, I agree also, not directional, even with headphones. But, in terms of punch and fidelity, it is excellent.

When I have been knifed, it has always been from behind and I never heard them coming.
Asus Xonar Essence STX + Sennheiser PC350 and 360s.

Xonar Essence ST with DT880's here. Yup and its so stupidly easy to "sneak" up on people, I say "sneak" as the fact you can flat out sprint up behind them with no difference in audio cues.

How do you like your 350's? I found them to be way to bassy and gave me a headache after about 30 mins of wearing them, they hugged my ears way to tight. I much prefer a open or semi open headphone. The mic on them was rather nice though, but my $10 Labtec (yes Labtec, not Logitech) mic from 1998 still works awesome to this day.

Beyerdynamic kicks but! I've been liking them more recently than the 360s. I was thinking that I might prefer closed. TBH, right now I am still deciding which I like best. These are the 1st decent phones I've used so not too much frame of reference for me. I think the 350s are meant for gaming only and the 360s for gaming, but also attempt to be decent at other audio apps as well. I wanted to get the MMX 300 Manufaktur but they are a bit harder to get in N. America. They have some cool customization options.

I am running an HT Omega Claro Halo with 600 ohm AKG K240's. Can hear someone sneaking up from behind if I actually stay aware and listen for that. Otherwise, I had my tags taken a couple of times. In BC2, my tags were prized highly by my friends because my sound combo made it really hard to sneak up behind me. It will be easier with BF3 I think.

WTH did I do there?

check out the ad700's for really nice headphones for a cheap price, http://www.amazon.com/Technica-ATH-AD70 ... B000CMS0XU
thy are some of the best gaming headphones, I only recently upgraded to DT880's and AD700's are my standbys, they are SUPER comfortable.

I find the positional audio better in BF3 than in BC2, but that is not saying much at all.

What settings are you guys using? In game and in your sound card software?

I find I've been having the best luck with 2 channel, and game mode in Xonar and Home Cinema with Enhance Stereo mode off.

I'm running 6 channel in Xonar in game mode with GX and SVF on. If you are having good luck with 2 channel, perhaps I should try that. TBH, I haven't really played with it much for BF3. But as mentioned, I can't hear any enemies footsteps so perhaps I should do some tweaking of the settings.