I would agree with Red in this one. In most of the Phenom II vs Athlon reviews I've read the L3 cache has a very minimal impact. You would benefit far greater from the additional 2 cores the quad offers. The only real downside to the Athlon, other than the lack of L3, is the fact that they are not offered as black edition which means the multiplier is locked. It'll be a little tougher to overclock and they normally don't reach the same speed as their Phenom counterparts. If that doesn't bother you then I'd recommend the 640, it's a really good CPU for the price......or you could look into that triple core 740 which is a nice compromise between all the factors discussed.