Cpu can be upgraded to p3 or celeron fcPGA chip but not the 0.13 micrometer ones so that limits you to about 733Mhz celly or 866p3 - if I remember right. The other bad part is that max supported memory is only a half Gig. There isn't much your going to do with that beside run win98 or a mythbox front end or so. XP lite might be ok as would some flavors of linux.