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490,000 miles, huh? Impressive. Have you done any engine work during that time? Have you been doing your own maintenance or taking it to a shop?
I wouldn't sell the car if I had the space and resources to keep it... you won't get enough $ to compensate you for what it's worth to you, especially since it's been with you for so many miles. I'd keep it, tune the engine, and keep driving it till it dies. Leave the serious bodywork for later or never, and start looking for a good, low-mileage specimen to upgrade. If need be, you'd then have a parts car on hand.
Others can comment better on what upgrades are best, but my understanding is that suspension modifications are the most rewarding. IPD anti-sways bars, 15" alloy wheels, good tires, heavy-duty shocks, and polyurethane bushings are just some of the goodies that folks post about on this site regularly.
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'92 245 5-speed, '92 944 GL auto
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