what are you using the system for? If it's gaming, then it'd be pretty silly spending $150 on a 7% CPU speed gain when you could spend it on a 30% faster GPU or something. All in all, I don't ever buy CPUs above the curve, because the markup is so high, and considering they all have the same features, the only difference is clockspeed, you're gonna get very small gains relative to cost. I can't imagine the 200MHz is gonna make a huge difference. Besides, my CPU is overclocked 700MHz, and it's not like windows FEELS 40% faster, so i think 200MHz is a drop in the bucket. Either way, whatever you're upgrading from is gonna seem way slower, and your new computer is gonna be way faster, so why not save the $150? Besides, if you end up deciding you do want to overclock, then winchester (90nm parts) overclock better than newcastles (which the 3800+ is based on).