Well, I am eventually planning on upgrading my system. I finally got 3.7 w/1:1 on my cheap memory (well 3.691 is close enough!). But it seems prices have come down and I am going to start buying pieces, and hopefully in a couple of months or so have her up and running (also timeframe depends on tax return!). But here's the gameplan: MB: MSI P965 Platinum (read quite a few good reviews, supposed to be great OC board) CPU: Allendale based E4300 (fsb 800, 2mb L2), supposed to be easier to OC due to 200mhz bus, and from what I've read, it can hit 2.9 w/o any volt changes, and so far I've seen up to 3.4 w/20% voltage increases. Orthos stable, stock cooler. *I might pay the extra 10 bucks for the e6300, but I hear due to the 1066 bus that it can be trickier to OC, and you have to pay for more OC equipment to enjoy any decent oc from it. Memory: G. Skill 2GB DDR2 800 Kit (2x1gb) 5-5-5-15, 1.8-2.0v *this is where I would like some pointers, as I've read DDR2 can be tricky to the point of extreme frustration if the wrong memory is purchased and not configured correctly. I'm used to DDR so, any suggestions, I want to keep the prices at about $200 bucks for 2 gigs. Video: ATI card of some sore, possibly X1950 Pro 256mb, I can find one with an AC cooler for about 200 bucks, once again 200 is the magic number. Since this board is crossfire and not SLI I would like to stick with ATI for the future. DX10 may be the future, but hell, I don't need it yet. I hear this card does not OC well, and that is a bummer, but oh well. Also any other suggestions welcomed, I will even listen to those who recommend NV cards (my dad has a 7600GS, and it performs quite well). As far as cooling goes I will probably use my Zalman 7700, it's been good and durable, and I love it as it keeps my OC's 630 @ 1.49v pretty damn cool, and if C2D's put out less wattage it should have no problems keeping the 4300 cool, and it moves air to vid, mem, NB too. The memory comes w/heat spreaders, the MB had sinks on the NB and SB, not anyting exotic, but from the reviews I read it is plenty for the 965/ICH8R combo even w/OC's. My goal is 3.3-3.4 on the proc, maybe some OC on the Vid and better performance than my current rig. I want to do this build fairly cheap, but not to the point of crap OC/performance. So my budget is set at $200 for each component. My HD will be moved over also, Seagate 'cuda 500GB 7200.9 Sata II. Also, I have heard installing windows can be a pain in the ass on P965 based mb's, any tips? I had a bitch of a time on my current rig, ended up hooking up an old 10gb Pata, installing windows on it, and using Seagate HD software to copy windows to Sata drive (F6 during install wouldn't recognize my AS8 drives, I have the AS8-V, so no Raid...it was a huge mess). Thanks to all who read this whole thing, any other pointers, component suggestions, please let me know, otherwise I'll start buying components piece by piece soon.