I just got a new case, and have an AMD k6-2 CPU with a heatsink, a CPU fan, and two chassis fans. I'm still running the damn thing at 50 degrees C even without overclocking anything. I'm considering using thermal paste just to get this temperature down. It goes between the motherboard and the heatsink. When you put the heatsink on the motherboard, you don't get maximum surface area contact - thermal past helps by creating a heat-flow bridge (that's not the technical term...I'm just stupid and can't think of anything better) between the CPU and the Heatsink. Because it's a paste, when you put it on the CPU and push the heatsink down on it, it fills up the space between the two, and insures maxumin surface area contact.