Ok, I admit it, pc tech has gone beyond me. My first computer I built from a cosmetic reject bare-board Intel SBC-80/10 I pulled out of the Intel dumpster in Santa Clara about 100 years ago. I modified the source code for Processor Tech 8k BASIC to run on it. I've upgraded over the years, now I'm stumped. I'm currently running an ASUS P5E-VM HDMI MB, Belarc tells me I have a 2.53 gHz Pentium 3, with 3320 mb of installed memory (2x2048 modules) using XP. Can this system be upgraded, or is it worth upgrading to Win 8? Can it run 64 bit? I assume at minimum a cpu change would be required, can anyone advise the practicality, as well as what else might be affected because of this upgrade? Thanks!!