Allright, well my mobo finally burned up (or my CPU), but I don't really care because I've been wanting to upgrade to 64-bit anyways. Now, my first question is regarding operating system. I have a version of Windows XP Pro on disc w/ serial key, will this work with a new Athlon 64 set-up? Do I need to purchase a newer version of Windows? I remember hearing something about this a while back. If that's the case I can't afford it right now, nor do I know anyone who can get me a free version. Now, on to more hardware related questions:

- Any recommendations on what mobo to get? I am thinking I want a 3500+ sckt 939 CPU. Something right around there. I am very limited pricewise. Things it must have: AGP 8x for my 9800PRO and onboard sound. I prefer ASUS to the rest.

Also, I have PC2700 RAM now, this should transfer, yeah?

I am planning to go down to Fry's today, and installing it all this afternoon. Things I will be getting are a new mobo, new CPU, and a new cooler. Any help appreciated. Thanks.

Hi as311.
Yes, the 32bit version of XP pro will install on the 64bit cpu's.
I stopped recommending individual HW components years ago as the asker just usually ends up confused from all the different opinions.
I agree with you on one thing. Asus is a decent board. So is Gigabyte and MSI. Don't rule 'em out.
The last time I visited frye's (Chicago area) they were low on Asus mainboards and insanely over priced.

Have a look at ASRock, it is ASUS's value division, and they also make high-quality boards but at a lower pricepoint than the ASUS labled ones.

Yeah, in fact I am leaning toward an ASRock. Man I hope the prices here are decent, otherwise I'm going to have to wait until Friday or later from Newegg. Bummer. Thanks for the help guys.