K7 or P3 upgrade?

[forrest2012]

I am the current owner of a
p2 233 with
128 megs of pc 66 mem
voodoo 3 3500 agp vid card
20 gig HD
4 gig hd
hp 4X4X24 CDRW

I am looking to upgrade my cpu/mobo. I am leaning twards a k7 700 with an sd-11 mobo and 128 megs of pc 133 for best MHZ per $$ but I cant overclock it . I need some suggestions for the upgrade and have a budget of about $500

help wanted
thx
-= "I am trying to think but nothing happens "=- the three stooges

[Flash]

May I suggest a:

P3V4x MOBO: $110
PIII600e@810MHZ: $250
128 Megs PC133 RAM $100
------
Total $460

I`m presently running this setup and it`s great.