This 939 board is pretty maxed out in every manner - max CPU, max speed on 2 sticks of memory, and nearly max on the AGP. Any desired worthwhile upgrade means a full system overhaul. Honestly, I don't play enough new games or use any power apps that require much more power than what I have, so I'm able to still enjoy this current setup (as long as I don't underclock the parts again [rolleyes]). Next upgrade is a 24"+ LCD which will probably lead me to buy a new game which will lead me to curse the framerate of this video card which will lead to probably an $800 overhaul.