I would like to upgrade my motherboard, cpu and ram while still using my old hard drive. Will I have to reinstall Windows and all programs? Does anyone know a way around that?

You will have to do what's known as a "repair installation". All your files & programs *should* remain intact, but you will have to reinstall all the Windows Updates plus the drivers for your new board. http://www.dougknox.com/xp/tips/xp_... Be sure to back up any important files, documents, pics, etc before swapping boards, just in case something goes wrong. And depending on what you're upgrading from & to, you *may* have to replace more than just the board/CPU/RAM. "If my answers frighten you then you should cease asking scary questions" - Jules Winnfield (Samuel L. Jackson) in Pulp Fiction

Thanks, jam. I have backed up all my files on 3 separate sources, actually cloned my old HD using Copy Commander 9. Not concerned about the updates, just don't want to reinstall each and every program. So I need to install the new motherboard and the physical components, the reinstall windows using the repair function, install the motherboard drivers (or is this done first?), then update windows, correct?

Just note that Jam said "All your files & programs *should* remain intact". Note the *should*! There are rare times when it doesn't happen. So make sure you have all the install files backed up, just in case.