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The 755C is a 750C with a faster processor, it cannot be upgraded to a 755CD. The 755CE has a new motherboard and a new sound subsystem. The sound subsystem uses IBMs "MWave" DSP sound chip that can, among other things, act as a 28.8K modem (this saves you a PCMCIA slot). Allegedly (and I've not confirmed this) the MWave chip is also _register_ compatible with the Sound Blaster so many more DOS tools work out of the box without the generally unreliable sound blaster emulator driver. Finally the CE, unlike the C can take video *in* and display it on your screen. This is due to an enhanced LCD display that can display 64K colors simultaneously, to the 755C's 256. --Chuck