it MIGHT be possible, but what sux is it might not boot. I’ve popped a northwood core celery in a gigabyte 865 MATX mobo, and it worked. It said something about not recognising the CPU though. It ran it at 533 fsb anyways, instead of 400, so it was running @ 3.3ghz!!! It was a newer D1 stepping northwood celery out of a POS dell that had it’s MATX mobo die. Out of curiosity, I popped that CPU in a mobo I ordered as a replacement for a friend’s machine. I was gonna order the same mobo for that dell, but I haven’t heard from him since I told him about it, so it sits here dead. Now I won’t guarantee you’ll get the same results, or if your CPU will work @ 3458 MHZ, but it might! I would try it in another mobo first to make sure it can OC that far, and unless it’s a newer D1 stepping celery chip, it probably won’t. C1 chips puke @ 3-3.2ghz tops usually, without a ton of core voltage, and better cooling. Even if it’s D1 stepping, my 2.8 ghz chip BARELY will run @ that speed, and it’s a D1 stepping P4. Allthough a celery has a better chance, because it’s got less cache, they didn’t put the good cores on them, and for some reason, the higher the multiplier, the harder it is to OC . So, I would advise against taking that chance. Allthough some boards will run @ 400 fsb even though they aren’t labeled to do so, but the only way to know that is to try it. I know certain intel 845 chipset based mobos can do it. Speaking of which, MCM electronics has an 845 based chipset Intel brand mobo that does 400 fsb for $60. It has onboard video and gigabit lan! I built a system for a friend out of one, with a 2.53 P4, runs great! I dunno if they have any in stock right now though, I was thinking that might be a good replacement for this dell though.