If you don't find a motherboard that fits, get an antec 300 case for $49.99 shipped at frys.com. It will work with almost any motherboard. Just transfer over any stuff you want to reuse. But replace the power supply for sure. You'll need the newer connectors and more juice to run a newer board and cpu. I recommend antec, corsair, pc power and cooling, enermax, seasonic, or ocz. All are quality brands. 500-750 watts is recommended, depending on your system specs and video card.