i did some tweaking and got it up to 3.825 GHz (425*9). the motherboard definitely is the weak link. Vcore was only 1.225 so i know the CPU has tons of headroom.

i had to crank all my chipset volts all the way up to hit 425 FSB. i did a 3DMark06 run of 17,606 then put it back. i can't afford to fry this mobo right now. so i'm doing 400*9 stable with lower chipset volts. this will have to be my speed until i can afford an X38.

thanks for all the help, S1mon and P5W. i appreciate it.