What you upgrade to depends on how much you have to spend. If you are on a budget of around $100 or so, go for a mobile XP-M since it should work fine in your present mobo. If you have a bigger budget than that, then I would say to go look in the classified section here and pick up that DFI NF3 250Gb board for sale for $75 shipped. That's a great overclocking board and a darn good price for it. For a processor, you can either look in the classified or get a mobile A64 3000+ from e-wiz.com for $113 and an XP90 from SVC for $28. This would give you a high performance, relatively cheap upgrade to your present system and you can still use your 9800 Pro vid card. The later CG stepping Clawhammer mobiles are good overclocking procs too. I have one running at 2650 MHz and it is a fast machine. There's not a hell of an upgrade path for socket 754, but you argue the same for socket 939 too, since AMD will be changing to the socket M2 next year that will use DDR2 memory.