Alright, this is the first independent build I am working on.  I've done some basic upgrading, but never anything like this.  Anyways, I want this computer to play games at low to medium settings, and to do it on a budget.  I'm cannibalizing some parts from my old PC, and I will mention those.
 
 
Foxconn G33M LGA 775 Intel G33 Micro ATX Intel Motherboard - $59.99 at Newegg after MIR
 
XFX PVT88SFDD4 GeForce 8800GS XXX 384MB 192-bit GDDR3 PCI Express 2.0 x16 HDCP Ready SLI Supported Video Card - $119.99 at Newegg after MIR
 
Intel Pentium E2220 Allendale 2.4GHz LGA 775 65W Dual-Core Processor Model BX80557E2220 - $89.99 at Newegg
 
WINTEC AMPX 4GB (2 x 2GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory Model 3AXT6400C5-4096K - $70.99 at Newegg
 
Already Have
 
200 GB SATA HDD @ 7200 rpm
 
16x DVD(+/-)R/RW DL LightScribe drive
 
16x DVD-ROM drive
 
Case (will be using the old case)
 
450 W Power Supply
 
I'm pretty much gutting the PC but leaving the exterior items the same.  Only thing on the inside that will be the same is the HDD.
 
I plan on overclocking the CPU to at least 3.1 GHz, maybe higher.  I have some friends who will be helping me with that.
 
I also plan on overclocking the GPU just a little more, though not much.
 
So, rip away...
 
Edit:  Just in case anyone is wondering, this is the PC I'm gutting, with an upgraded power supply and a PCI Diamond ATI X1550:  http://h10025.www1.hp.com/ewfrf/wc [...] R1002_USEN

The 8800GS is a good budget video card. However, the XFX version is notorious for being really loud. I would change to eVGA's card which is $99.99 AR.
 
Good price on the G33. I'm unaware of what Foxconn mobos are like for overclocking, so I won't make any comments there.

All G33 chipset motherboards are bad for overclocking, regardless of manufacturer. It sure is cheap though. Good for the wallet.

The problem is, I need a Micro ATX board, and the P35 chipset, which is what I want, seems to be unavailable for Micro ATX.  I have the choice of Q33/Q35, NVIDIA GeForce 7000, G31/G33/G35, G965, or 945/955/965.
 
Edit: Didn't realize the board in the original post was ATX.  Sorry.

Yes, p35 is far better. Nice price too.

Yea, i got a P35. Nice reliable boards. Gigabyte makes the most reliable out of the bunch. Low DOAs. P35 OC about average but dont expect anything over 1600mhz without an increase in voltage.

The G33 chipset isn't the greatest for overclocking, but some boards are able to get some decent results:
http://www.anandtech.com/mb/showdo [...] i=3111&p=8

If you're looking for an Intel microATX board, the G33 and G35 chipsets are your best choices. Not sure what the difference is between the two besides the G35 having better integrated graphics (which wouldn't matter for you).

Btw, if you are playing lower resolutions, I'm thinking that 8800gs will play a lot of things on high settings.  Maybe not crysis, but then what would, lol.  What kind of PSU do you have, what are the specs?

Doesn't matter. At such low price, get the p35 instead of G33.

8800gs doesn't perform well at higher settings. consider 9600gt or 8800gt.

Alright, just to keep people somewhat on track, I cannot get a P35, like I said, I accidentally posted that other board without realizing it was standard ATX.
 
As for the Vid Card, I picked the 8800 GS because it is a more known commodity for a cheap price.  I didn't even see the $99 one, and I will probably be getting that.  Like I said, I don't play games on high settings.
 
So, what about this board that was mentioned in Oushi's review:  http://www.newegg.com/product/prod [...] 813131187R

If the case is so tiny that it doesn't fit a standard ATX motherboard, that's not a good thing. Consider getting a new one. Midtowers are quite cheap those days.

Open box is not good. Those are things rmaed by other buyers because of various problems, then restocked and sold to you as "open case." They don't come with cables, drivers, or manual, and often the pre existing problem for which the first buyer rmaed it remains. There are some things worth getting open box, something as complex as a motherboard wouldn't be one of them.

Alright, taking everyone's suggestions into consideration, I've made a few tweaks and adjustments:
 
 
Sunbeam Transformer IC-TR-BA Black Steel ATX Full Tower Computer Case - $65.99 after MIR at Newegg
 
GIGABYTE GA-P35-DS3L LGA 775 Intel P35 ATX All Solid Capacitor Intel Motherboard - $89.99 at Newegg
 
EVGA 384-P3-N853-AR GeForce 8800GS Superclocked 384MB 192-bit GDDR3 PCI Express 2.0 x16 HDCP Ready SLI Supported Video Card - $99.99 at Newegg after MIR
 
Does that look pretty good, coupled with the previous items, for $400?

It all sounds good to me. Good Luck, I'm still a little stingy with PSU, I would say at least 500 W, but 450 is enough i guess.

450 watts should be enough. If it's not enough and crash, you can always get a new one then. Not enough power won't damage hardware.

Alright, I had to make a few adjustments.
 
 
The power supply wouldn't work.  The 12 V rails were weak, 12 and 13 amps, and from everything I found, they would have struggled to run an 8800 card.  So, I made quite a few changes.  Here goes:
 
RAIDMAX SMILODON ATX-612WB Black SECC STEEL ATX Mid Tower Computer Case - $59.99 after MIR
 
hec Orion XPOWER585 ATX12V 2.01 585W Power Supply - $35.99
 
CORSAIR XMS2 2GB (2 x 1GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory Model TWIN2X2048-6400C4 - $34.99 after MIR
 
I'll be operating on 32-bit XP anyways, so I'm not too worried about not having 4 GB or RAM.

Get 4gb, and let the 0.5gb go to waste. It's dirt cheap anyway. Consider the price, might as well make sure you're never out of ram. Crysis hogs 2+ gb of ram after a few hours of gameplay.

Its a budgetary concern.  The cheapest, reliable 4 GB setup costs about $65.99.  As it is, I'm $20 over my budget.  I bought this RAM because I can by two more gigs later and be fine.