Tell me if you think I'm right. I can overclock the FSB to where the PCI runs at 35mghz and of course the AGP runs at 70 and have no problems doing anything . If I clock the PCI at 37 and the AGP of course at 74 I can do anything in 2d I want , Prime 95 for hours or any 2D software no problems. BUT at that speed I cannot run 3D games without at least a crash back to the desktop or worse. I have a K6III+ 550 that will run 630, ( 105*6 )on an ASUS P5A-B ( I know it's old please don't laugh ;-) It will run fine at 112*5.5 but only like I've said in 2D. The memory is PC133 Cas 2 so I don't think that's the problem. The harddrives are never corrupted at that speed , the motherboard L2 cache is disabled so I really think I've narrowed it down to the old Matrox G400 Max not liking the AGP speed. Tried AGP 1x but that didn't help, didn't think it would improve the system if I disabled sidebanding just to gain 7 mghz though I haven't tried it. What does anyone else think?