The 965 chipset OCs well, but the Nvidia 680i or Intel 975x chipsets will probably both OC better as well as offering better stock performance. Keep your upgrade options open by going with the 680i if you can afford it, I believe Tiger has the eVGA 680i board for 260. This will allow you to go Sli in the future. Save a bit of cash by going with Corsairs XMS2 series rather than the dominator. The 6400 is a good CPU, but I think the reason Der suggested a different model is because the 6400 only has 2mb cache as opposed to the 4mb cache found in the 6600 and up. The 6600 is about 100 more, but oddly enough I've heard that the 6400 OCs better.