I checked www.pricewatch.com and there are 25 pages of AT mobo's. The reasonably priced ones are all for an Athlon / Duron cpu, which calls in to question your power supply. Your old case's power supply wouldn't appear in AMD's approved list. Toward the end of the list were many socket 370 (Intel) boards. These appear to me to be higher in price than a comparable ATX board, so I don't see the sense to it for you. This leaves a super seven socket motherboard, and a K6-2 AMD cpu, say 500 mhz as your most reasonable upgrade. It will need a pc-100 168 pin sdramm memory module (many pc-133 sdramms will also work.) Brandnames FIC and DFI were very popular and are still widely available. Tom Turak -----Original Message----- From: George Schubert [mailto:[log in to unmask]] Sent: Wednesday, November 28, 2001 7:50 AM I have an old Midwest Micro Pentium 120 with AT form factor in a mini-tower case. It currently crawls along with 32MB of SIMM memory running on WIN98. It's not my main computer, and I know many of you will just say scrap it and start over, but I'm thinking of upgrading just the MB, CPU and memory to get hopefully a more robust system for a special non-crunching project. Memory is probably my biggest constraint. I don't seem to have much luck finding anybody making an AT board anymore. Any ideas? Visit our website regularly for FAQs, articles, how-to's, tech tips and much more http://freepctech.com