I dont call anything an upgrade unless the performance improvement is at least 50%.
Think about it - A64 2800+ => $141 Retail + Cheap A64 motherboard S754 = $70
Total = $241
Now, A64 2800 is maybe 10-15% faster than AXP3200+. Is $241 worth that marginal increase? Later on you'll want to upgrade to PCI-E videocard and guess what, your socket 754 doesnt support it, so you'll need to buy a new motherboard and cpu AGAIN.
To really feel the worth of the upgrade, you should upgrade to least to A64 4000+ or more (and that doesnt even fit my definition of 50% increase). This way you'll get the speed increase you are looking for, and the cost/benefit ratio is reasonable since you wont have to buy a new PCIE motherboard later on and socket 939 should take you till the end of A64 life.
As for now, either save the $$$, spend it on other things, or commit $241 + towards a videocard.
Of course I dont know what your primary needs for computer usage are but you should know that AXP2400+ with X800Pro or 6800GT beats A64 3800+ and Radeon 9800xt in 99% of all gaming applications, and we are talking by 2x as fast.
It is up to you of course because this isnt the money I am spending. Of course my assumption here is that you are on a budget that is why you want to upgrade to a low performance A64. Well if you are on a budget certain things should be obvious like: upgrading from PC3200 2.5-3-3-7 to 2-2-2-5 ram and AXP 3200+ to A64 3200+ are not upgrades, they are waste of money (again for those on a budget). This is my opinion of course.
Back in the days I upgraded AXP1600+ to P4 2.6@ 3.2 ghz and i was impressed, but not blown away. The difference between AXP 1600+ and my P2 233mhz MMX was far more impressive (and it should be!). Long time ago upgrading would mean decreasing the time to process an application to 5 min instead of 10 min. Now it means decreasing your time from 30 seconds to 25 seconds. Hardly worth the price of admission. If 5 seconds is precious enough for you right now, you wouldnt even have time to read this post.