Upgrading??? The first thing you really want to ask yourself is what is the computer going to be used for? If the answer intails gaming then your goingto want to upgrade your Vid card. Try and find one that will last you awhile, such as one with 256 mb of ram. This way you can stay ahead of the game, even if it is just for awhile. Secondly, your going to want to maybe look into a new processor. For the great games of today your going to need atleast a 2 gig processor. The bargin is AMD, the only problem is they run really hot so cooling could become an issue. I have an xp3000 (2.2 gig) and it is really nice, but runs realllly hot. And lastly, your going to want to step up to Windows XP. This may be the least expensive thing you do to see a serious upgrade. Many of the newer games are specifically made with XP in mind, so they run better and faster. Hope this helped, good luck.

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