That cpu will work fine on the asus board, and should overclock some, depending on your memory. If the new asus board has the same chipset manufacturer (ex. via, sis, Intel), winxp might reload and only require some of motherboard drivers. Be sure to install them all. One gentlemen suggested you use a bootdisk, and change the name of the winxp file, then reinstall xp. I don't know if that works well, as I've never tried it. I usually just format and start over with every new mobo. Be sure your power supply has adequate voltage for your new setup, especially for overclocking. I recommend at least 350 watts using antec, sparkle, enermax, enlight, etc. Generic power supplies just don't cut it. I just threw away a 400w mge that was only 4 days old when it died.