If you're going to be spending all that money to replace your CPU, mobo, and RAM, I'd strongly suggest you go with an Intel build. Disclaimer: I've built a lot more AMD than Intel systems in the past few years. Recent articles and benchmarks have shown, however, that there is no longer a price point at which Intel does not outperform AMD, sometimes by a very large margin. Judging from the graphics card you intend to buy, an AMD CPU may not give you the performance you want, even with an overclock. Go to www.anandtech.com and look at their "Bench" section to compare the various CPUs in a range of different tasks. Consider also power usage; electricity is not getting any cheaper, so using less power to get better performance is another obvious win for Intel.