PC Peripherals suggestion needed REG: RAMS

Pinaki

Disciple
Hi guys,
I am planning to buy a new mobo+procy combo along with RAMS(if needed)...
the choice of processor is phenom II X4 955BE /phenom II X4 945BE
the choice of motherboard is gigabyte MA785GM-US2H(DDR2)

my system specs are-> corsair VX 450 PSU, 19" MONITOR, 2X2 GB XMS2 DDR2 RAM(very new), MSI 5850 OC EDITION

Now, I have some questions:-

1) considering the power supply and GPU, which one among 955/945 do you guys suggest?( as the price difference is just 600 bukks) do you suggest any other CPU?(AMD/INTEL within 8k)
2) should I sell of the RAMS and go for DDR3 RAM? actually my DDR2 RAMS are very new and my max budget for DDR3 RAM is 5.5k, moreover, how much difference I will get with the DDR3?
3) is the gigabyte MA785GM-US2H(DDR2) mobo a good choice for OCing?

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