I have these already: 520psu, barracuda sata 250, diamond (ugh i know) 3870 <---- ill prolly replace this with a 4870 at Christmas
will be running xp pro sp 3
I want to add

http://www.newegg.com/Product/Prod [...] 6819115036
e8500 - rig is mostly for gaming so i didnt go q6600 as i didnt plan to oc


http://www.newegg.com/Product/Prod [...] 6813128345
p45 gigabyte not worried about 1 gpu slot

http://www.newegg.com/Product/Prod [...] 6820227196
this ram is a great price and is compatible with the mobo to run at 1066


http://www.newegg.com/Product/Prod [...] 6835233003
gotta keep it cool unless i dont need this bc i dont plan to oc?

budget was $400 this comes right to 400 with 40 back in rebates

i am running a 939 with an fx55 with 2g ddr400 ram and 3870 i am assuming the above setup will run circles around my current config?

I would get better ram, if you don't plan to OC just get 2 x 2gb of ddr2 800 ram. Any higher will just be wasted money. (get g.skill or OCZ preferably with low timings and voltage max 2.1 or lower) Wait on the xigmatek cooler, probably won't benefit from it if you aren't going to OC.

so what kind of numbers am i looking for on the ram. I am not sure what to look for.
like 4 4 4 12 and <2.1?

This seems pretty good 4gb 800 ram imo
http://www.newegg.com/Product/Prod [...] 6820227267
http://www.newegg.com/Product/Prod [...] 6820231122

that Gskill stuff looks good

Ill go with that for 80
the gigabyte p45 for 100
and the e8500 for 180

should be a good upgrade