Thanks for the info iscsidude. Its a Leadtek 6800 256mb, not a GT or Ultra (i wish! ) so there shouldnt be any probs with the double width bracket thingy right? It doesn't even have a plug to hook into the psu directly. I did very briefly disconnect the chipset fan just to see how it affected the sound & there was zero difference, the same when i posted without the cpu fan on. From that i could only assume its the video card fan causing the excessive noise. Perhaps your chipset fan is abit dodgy?