My order of preference would be: First: upgrade my 64mb ram to 128 Second: upgrade my S3 Savage 3d 8mb to 32MB TNT2 card Last: upgrade my PII350 to a celeron500 (Ironically, I recently upgraded my Celeron 266 to a PIII 550 - but I already have 128MB RAM, and ran out of money just before I placed the order for the card).