I just upgraded from the K6-2 400. Not to discourage you but it is not a very good overclocker. All I could get was up to 450. What you need to do is get a better fan than stock. I had a global win, there site recommends fans made for the K6-2. You will also need to change jumpers. Check your motherboard manual on how to do this. Mine was an Asus P5-a. I changed the multiplier jumper to 4.5, left the bus frequency at 100 mhz, and changed the core voltage jumper to 2.3 if I remember correctly. Anyway good luck......