This is perhaps not a conundrum and me thinking about things too much. The story: I'm about to start my second year in my Master's program. I've taken the following two course sequences: Real Analysis/Functional Analysis, Complex Analysis/Variables, and Analysis I&II. I also have taken a one semester course in Combinatorics and Graph Theory. I have around a 3.95. My undergraduate GPA is abysmal - 2.9. Basically, I got that GPA for the same reasons everyone does. I goofed off, was lazy, and only worked hard once I got into the upper division (proof/theory) courses. I took the GRE in Feb 2010 and got a mediocre score - 1120. So my conundrum is that I am currently in the Master's program. I was told by my advisor that I should apply into the PhD program at my school (currently UCF). I was thinking about applying to the nearby schools of USF, UF, FSU, and FIT (a lot of abbreviations) since they seem to have a stronger math programs. My question is, "how much will my past affect my competitiveness in admissions?" It's pretty apparently that there has been great improvement. I worked hard in my graduate courses. I have also talked to my professors and will be getting strong letters. Should I go and retake the GRE? Should I also downplay my undergraduate career in my personal statements, or should I discuss my awesome graduate career? I'm sure my GPA won't change much in the next semester. Thanks for the input.