I'd say keep what you got for the most part. I'm not sure why people keep insisting on box rims for crits like there are a lot of crashes in crits and things like that. Note: I've been involved in more wheel wrecking crashes in road races than crits. And crashing in a road race is about 2:1 for me as compared to crashing in crits (number of crashes for each discipline). That being said, the wheels you are running are all good. Maybe what you should have, if you don't already, is a spare set of wheels. Having a spare set is key for bike racing especially as most races that you'll do won't have neutral wheel support in them, you've got to bring your own. Nothing worse than flatting in a race, and not having a spare set of wheels in the pit so you can get your free lap (in a crit) and finish the race. Nicey nice wheels are overrated in my opinion, and not really neccesary for good performances in races. Some of the best races I've ever had were on a cross bike set up with road gearing and with heavy cross wheels on said bike. That being said, if you have some extra cash laying around, and want to get a new set of wheels, far be it from me to disuade you to not do that. As far as performance upgrades go on the bike, I still think wheels are your best bet, and can be a good investment. My opinion? I don't like the carbon wheels so much, I like the "high end" aluminum semi-aero kinds of wheels. Examples: Bontrager Race X-Lites, Ksyriums, and Dura-Ace wheels. I've used all 3 of these, and had good, dare I say, great experiences with these types of pre-built wheels. I'd also like to add that I do have a pair of Ultegra hubbed Open Pros 32 hole 3cross wheels that are about 5 years old with thousands of miles under them, and they're still rock solid, and still are not that heavy. As Grumpy said, you'll never go wrong with those really, and parts for them are easily replaceable and easy to do. If you're racing like lower categories, don't worry as much about your equipment, worry about your fitness instead. What you've got appears to be really decent stuff.MR_GRUMPY said:The 540's are fine for road races, but I would use something more sturdy for crits. A standard "box" rim with 32 holes, is easy to replace after crashes.