i am upgrading need help... thnx...

Slow down there ...

First of all, if you follow the AMD route, then you won't be needing DDR2 since there is no indication from AMD yet about any adoption of DDR2 as of today. Also, if you go with A64 S754, then there is no such thing as dual-channel memory (I suppose this is the first feature you have listed there about your mobo), and if you go with Intel there is no such thing as HyperTransport. So as you can see, you can not find a mobo that has all these things you ask for there

Moreover, you made a small comment there about the upcoming R420/NV40. I suggest being a little patient and wait to see the true results before judging. For starters, until PS3.0 are actually used in games, 1-2 more generations of video cards will be out. It is in fact expected that until the end of 2004, MAYBE two games will feature PS3.0, so I don't see the lack of support for it by a video card released this quarter being a problem. Also, the NV40 is actually 8x2 but R420 is 12x1. And finally, there are some rumours that R420 will be released quite sooner than the NV40 because 16 pipelines was not initially in Nvidia's plans. So wait for the actual release dates and benchmarks and then you can decide.

Right now, more closer to what you ask there is the A64 3400+, coupled with an Asus K8V motherboard and PC3200 memory. This way you will get top performance in games, HyperTransport and 64-bit. If you can wait a little while though, in May the new A64s will be introduced, based on Socket 939. These are deffinetely going to be faster than the current CPUs that are available, because of new core stepping, dual-channel memory controler for non-ECC DDR memory and faster HyperTransport link. Also, I don't see any mobos out supporting PCI Express (at least for AMD platforms) until then, so you should better wait for a while. So in May/June you can come here again asking for advice on what system to build, since by then everyone will be able to give you a much better advice.