If you like to overclock, I would suggest the shuttle ak31 version 3.1 with a 1500 xp or 1.33 athlon. These cpu's offer the best value. The 1500 xp will have the multiplier "locked" which means you will only be able to overclock it using the fsb setting (unless you connect the L1 bridges using a rear window defroser kit). The 1.33 athlon will likely come "unlocked" giving you more choices in overclocking. Prices at newegg are $81 for the shuttle ak31, $103 for the athlon 1.33, and a coolermaster fan model EP5-6i11 (recommended by amd) or the thermaltake volcano II are both about $8. Total cost with shipping is about $205. The xp 1500 will run you about $17 more. Or if you really want to save some money, I have my old fic ad11 and a 1.2 athlon (retail version) just sitting in my closet. You can have those for $140 plus shipping, and I'll finish the rebuild if you send me your other parts. I also have a desktop case. I've been using the ak31 for about 3 weeks, and the only problem was I had to enable the cmos jumper (for about 10 seconds) before it would boot up with the xp. I forgot to mention the extra cost of ddram. If you're strict about your budget, you can also go with the ecs K7S5A board (which works with either sdram or ddram) for about $57. Ddram starts at about $15 for the 128 meg samsung, but I would get 256k of crucial ($36). If you go with the K7S5A board, 1.2 athlon, coolermaster heatsink, and crucial memory, total cost with shipping is about $210. Or another option is to go with a complete generic duron system. Select pc windows in pricewatch, the cpu speed you desire, and you can select from a dozen or more venders and get a complete system with windows. Then all you need is the monitor.