The retail box gives you the warranty and stock-hsf, but if you already have a good hsf (or prefer to get one) and you're not worried about the warranty (because these things are not worth much after a year or two, so if it malfunctions you'll want to buy a new model anyway) then you could save money and get the OEM version for $129. For a good cooler for reasonable price, I recommend the thermaltake A1838 K8 Silent Boost ($25 at monarch), which is what anadtech used in their lab testing during the CPU reviews. I think it's not really worth it to sepnd more on a HSF (like the guy above [pwned]) since even the stock cooler is usually good enough for overclocking (i run my 3000+ at 2.4GHz below 35C with the stock cooler [guy above pwned again]). So compare and save - for example: the guy above buys a retail 3500+ for $315 and Zalman fan for $50, so for a total of $365 he get 2.4GHz performance (at 28-31C !!). You could buy OEM 3000+ ($129) and thermaltake K8 silent boost ($25) for a total of $154 and run it at 2.6GHz (at least), which is common in recent CPUs for less then half the cost. Do your own math and don't take advice from anybody.