yeah i forgot to mention that the CPU, Mobo, memory and HS and Fan are new. just picked them up from newegg. anyways, the HS i use is the Thermalright SLK-800a. on top of it i use a Vantec Tornado 80cm x 80cm x 38cm. that fan has 84.1 CFM. thats about double the airflow of any other 80cm fan!!! i think thats alot of air to cool this CPU down. whats gets me is that its not even OC'd and its overheating you guys say. i still think its the memory. tomorrow im gonna swap it out and put some crucial memory in there and see what happens. then if that desnt work, i'll have to take it in to a shop somewhere. if any of you guys see a harware conflict with the stuff in my sig please post. also anyone that has this 7NNXP mobo from gigabyte and that cpu, what memory are you using?. thanx again.