Shopping, and I think I'm going GIGA this time.
 

From what I've read, there isn't much difference in performance or OC'ing between the GA-Z77X-UD5H and the GA-Z77X-UD3H

This time around, I am on a budget:

GA-Z77X-UD3H
GIGABYTE GA-Z77X-UD3H LGA 1155 Intel Z77 HDMI SATA...

GA-Z77X-UD5H
GIGABYTE GA-Z77X-UD5H LGA 1155 Intel Z77 HDMI SATA...

GA-Z77X-UD5H (With BT and Wifi)
GIGABYTE GA-Z77X-UD5H-WB LGA 1155 Intel Z77 HDMI S...

Other than the obvious BT and Wifi with the second UD5H, there appears to be minor differences, except the UD3H has a VIA VT2021 audio chipset, the UD5H has the Realtek ALC898 audio chipset.

How much of a difference would the Audio make? Any other glaring differences?

I doubt there would be much of a difference at all. I got a xonar dg for $10 new with rebate. Much better audio than both if you feel like going that route. I personally would go with the non wifi/bt board. I do notice one difference between the two ud5's. The pictures have different contrasts...

LOL.

I think I saw that the UD3H has 6 USB 3.0 ports, while the UD5H has 4x 3.0 and 2x 2.0. Weird, but I'd rather say goodbye to 2.0.

Could save $40 on the UD5H
http://www.techpowerup.com/forums/sh...d.php?t=174586

Until you realize that the usb 3.0 wont fallback to usb 2.0 when doing anything where drivers are not loaded such as installing windows from boot.
Also ive ran into quite a few 2.0 devices that wont work on 3.0 for some unknown reason.

Aside from that I really like Gigabytes products i have had zero issue with the 3 boards that i own and the 4 or 5 that i have put in friends rigs.
I would have put Asus on par with them for quality but ive seen alot of negitive stuff about Asus as of late.

Something I've never heard of, thx.

My first Core 2 board was a Giga. PSU killed it and then took out the PCI bus on a Maximus Formula. I am in love with the Maximus and Rampage that I have, but have heard the same thing. I'd go for a ROG 1155 board, but way too pricey for me.