There's nothing "bad" about a Celeron chip. Intel has positioned that chip as an entry-level processor, but its performance is still extremely good. I'm tempted to say that the production costs are higher for a PII than for a Celeron, but I'm not actually sure that is the case. The most significant difference between a PII and a Celeron is that the level 2 cache on a PII is four times larger than that of a Celeron, so at a given clock speed a PII will outperform a Celeron on CPU intensive operations. Also, the Celeron uses a 66MHz bus and the PII may use a 100MHz bus...although I'm not sure about the PII 333. Here's an example: I work in R&D at a networking company. We just produced an "all in one" Internet server that does all the usual stuff: email, web serving, file serving, proxy, firewall, etc...and it runs on a Celeron 333. Even with 50 users, the system uses only a fraction of the processor's bandwidth. Depending upon the use that you intend for your notebook, you may find that the Celeron is a good choice. In fact, unless your are performing torturous graphical or numerical operations, you probably won't be able to tell the difference in performance between a Celeron 400 and a PII 333. So, my opinion on the Celeron vs. PII pricing structure is that it's just a matter of marketing. If your system was one of the first PII's to be produced it's unlikely that a P3 will be a plug-in replacement. But since Dell uses industry-standard ATX motherboards, you're probably in luck...you can simply replace the motherboard with an aftermarket board. And since a good quality motherboard is around US$100-125 (mailorder), it's a pretty economical upgrade. Drew Dunn -----Original Message----- Hello ladies and gents, I was just searching the dell web page and I noticed "at least" in the notebooks, that a pentium 2 333 is one hundred dollars more then a celeron 400 mhz. Could anyone tell me what is so bad about the celeron chip. And why the p2 is so much more? One more question I would like to ask is I have a Dell Desktop which is a p2 333 and I was wondering about upgrading it. Can i put a P3 say 600 or whatever p3 chip into a p2 chipset or do I have to replace the mother board. I also heard about 100 mhz bus and I believe that came out before I purchased my computer and I was wondering if first of all I can change or replace that and second of all is it worth it. Do you want to signoff PCBUILD or just change to Digest mode - visit our web site: http://nospin.com/pc/pcbuild.html