I think the best limited budget upgrade right now is a DFI infinity MB, your exisiting memory, a Connect3D GTO, and a 3000+ or 3200+ Venice, depending on how close they happen to be in price. Buying that for about $435 and then selling your current MB, CPU, and GPU for say $150 (and that might be low or high, no idea how much used Athlon XPs sell for) gets you a system that will play anything you want at nice settings for $285. If your budget is $350 I would add a XP-90 and fan and if you arn't happy with your OC on the GTO an ATI silencer, all told still under $350. Good luck.