{Upgrade my PII350 to a celeron500? No that's worce! ACK! Your going to SLOW your system down. BAD BAD BAD!} No longer true - there are PIII Celerons. In fact, a PIII Celeron is not a bad idea - 100 mhz FSB, half speed, half size cache, and about 65% of the price of the full chip. {128 SDRam pc 100. or a comination of; 192 SDram pc 66.} If you're running a Celeron, then stick with PC 66, unless you plan to replace the CPU again; only the latest, Coppermine Celerons use the 100 mhz bus, so your system is restricted by the speed of the CPU. If you get full PIII - any flavor - then shell out the extra money for PC133. It will run in PC100 boards, and will still work if you upgrade the motherboard later. And I thought WIndows 98 was restricted to 256 MB, not 200... Win95 was limited by 128, IIRC.