It is possible to do,
The trick is to use the biggest, heaviest solid copper heatsink out there (Thermalright SLK-800) and slap on a quiet 80mm fan. The best way to keep it quiet and cool is to leave the voltage left at stock, boosting the voltage up really gets the CPU HOT
Just bump up the bus speed until you start throwing errors on Prime95, then back it off a few MHz. Viola! Max safe overclock and very quiet.
After running the computer in that mode for a few weeks, try dropping the voltage to the CPU. One thing I noticed with the old Celeron 300A to 464MHz stunt was it would not run unless I bumped the voltage from the stock 2.0v to 2.1v. After a month of running that way, I noticed I could drop the voltage down to stock and it would not crash.
Of course, this told me to bump it up to 517MHz with a voltage boost to 2.2v. That box now is my boys computer running at 464 at 2 volts... 4.5 years later.
With the AMD processors, you can unlock the multiplier and change it for much higher bus speeds. 200MHz bus (400MHz DDR) seems to work very well as the memory speeds really move along with the bus. Much better to run a slower CPU speed with a higher bus speed for more performance.
My SK-7 heatsink runs nice and cool with a Vantec Stealth fan on it. Panaflo L series is better but is not available with the third RPM lead.
In my future is the Barton cored Athlons (512K L2 cache) I plan on running the bus up to 200MHz and keep the speed near stock. The larger core of the 512K L2 Athlons will mate better with my heatsink so it should cool better.
A quieter power supply helps a lot! I use the Antec Truepower 430w with the three 92mm case fans plugged into it and now my computer is very, very quiet. It will ramp up when the power supply is loaded down and will help cool the computer better.
Another option is to get one of those AOpen motherboards that read the die temps of the CPU, they adjust the CPU fan speed to increase when hitting specific temperatures.
If running an AMD Athlon system, a SLK-800 with a Panaflo M1 fan (puts out more air than an L1) controlled by the AOpen mobo would be a fast and cool setup.