I am wanting to upgrade my old computer and I need some help on figuring out what to put into it here is what it is now

It is about 5 or 6 years old and was made at a local computer store
Proccesser-450 MH Pentium 3 CPU (about the size of an SNES cartridge)
Motherboard-Some old Intel Mobo with PCI and old black slots for modems and soundcards called ISA I think
Hard Drive-old Samsung IDE hard drive (in the properties of the drive it says it is 13 GB)
Has an older soundblaster card, but still has decent sound
Has 192 MB of Ram (PC100 I think)
Has an added USB 2.0 card
PS/2 mouse and keyboard connections
12X Lite on CD-R/RW drive
52X Max CD-Rom Drive
A 64 MB GeForce4 MX 440 Nvidia video card (PCI computer has no AGP slot)
Has either a 250 or 300W power supply (it is extremly loud though)

I have between 300 and 500 US dollars
I want to upgrade the Motherboard, CPU, case and power supply, Hard Drive and I will need some RAM, CD or DVD burner

any help would be appreciated

I was thinking of going with intel P4 for the CPU

Would it not be easier to buy a pc already made up as you keyboard, mouse and monitor should be OK...but most of the other bits will not be much use..........have a look around there are some deals around that work out just as cheap as buying the bits your self.............because I take it you'll be needing an O/S maybe XP that is about £50..OEM version here..

Yes it would probably be easier to just get a new system but right now the main thing I want to do is get a quieter power supply the one in there right now is extremly loud and is only 250 w I think I was thinking of getting a P4 bare bones system from magicmicro.com

I was going to say the same as Brain_Damage actually. That's a lot of stuff you're talking about changing there. It would take us ages to work out all the best stuff you could buy with such a big list and a budget in dollars when most of us here are in the UK!

Here's my quick tip though. Get a P4 if you want to play games or do any intensive graphics work such as large image editing or video editing. Otherwise, consider saving yourself quite a few dollars by getting a Celeron

A few notes for you on your current spec:

Your Intel Pentium III 450MHz processor is using slot 1. More modern Pentium IIIs and P3 Celerons use socket 370. Pentium 4s and P4 Celerons use another completely different socket, which you probably already know.

Yes, your black expansion slots are ISA slots. PCI slots are faster. Beware of buying a motherboard that has PCI-X or PCI-Express slots - these are not the same as PCI slots and PCI cards will not fit into PCI-X slots.

Yes, your RAM will be PC100 if it all came with the PC when it was first built. PC100 memory runs at 100MHz, which is the bus speed on your PIII-450 processor. Later Pentium IIIs and Celerons used a 133MHz bus so they required PC133 memory.

Hard disk space is very cheap these days so it would probably be appropriate to get a bigger one. A new, bigger drive will almost certainly be faster as well. Whilst 13Gb is normally enough for most people on Windows 98, a lot more of it will disappear if you upgrade to Windows 2000 or XP.

Unless you're really into gaming, that GeForce MX440 is a nice graphics card (I've got one myself).

As you said, even old Creative Labs SoundBlaster cards are worth keeping. If you buy a new motherboard with on-board sound though, you'll probably find that the new sound chip is better if you have decent speakers.

If you use your CDRW drive often, you'll get a lot of benefit with replacing your 12-speed writer with a faster one. You can now get 52-speed writers very cheaply indeed. You might even consider getting a DVD-writer as the prices of these have fallen considerably in the last couple of months. (Ooops, sorry, you've already said that).

On most Windows 2000 or XP environments, a 2.6GHz system with 512Mb RAM will be faster than a 3.0GHz system with 256Mb RAM. And probably cheaper too!

I will be using the computer for gaming and pictue editing, etc. Right now my friend has a computer that has a P4 2.8 G CPU VIAO and 512 MB Ram with a GeForce FX 5700 and 120GB hard Drive, it can play Need for speed underground 2 with very little lag. I was thinking about getting something like that mabye a faster CPU and about the same size hard drive (I have a 120 GB external one). I have a copy of Windows 98, but would it be worth spending the $100 US dollars to get XP? If anybody knows of a website where I can get a computer cheap it would be helpful if you let me know.

Dell.com would be a good place to look. I don't know what they're like in the US but, in the UK, they've always been regarded as a high-quality premium brand with prices to match. However, over the last 12 months, their pricing has become much more competitive I've standardised my company (40 desktops and laptops and 7 servers) on Dell hardware - it's very reliable. It's also the fastest kit that I've seen in a like-for-like comparison against other manufacturers using the same spec. Sony Vaio laptops are the slowest I've ever seen in a like-for-like comparison because they insist on packing their new systems full of loads of unnecessary software that slows them down.

In any case, a desktop PC will normally run a little quicker than a laptop of the same spec.

If you're going for more than 256Mb RAM, which it sounds like you should, then you NEED something newer than Windows 98. Win98 simply can't cope with that much memory (remember that most systems only had 32Mb RAM when it was first released!).

Hope that helps a little

yeah thanks for the help but I am going to custom build a whole new system with an AMD cpu and an NVidia video card.