Well... I upgraded my system recently with: - a new dual athlon motherboard - two athlon XP 2000+ with heatsinks and fans ** - 1 GB of DDR ECC REG ram - new 431W power supply The whole bunch cost about $1300. With your budget there would still be some money left to get a new powerful vid-card. ** i had to modify these to get them run as dual. if you don't want to do the modification, just get the MP procs but they'll cost a bit more