Computer for the grandmother, INTC or ASUS?

Dig this I have to put a new board and CPU in my grandmothers computer.
I notice that on tiger direct I can get either:

Intel D865GVHZL Intel Socket 478 Motherboard MicroATX Motherboard and an Intel Celeron D 350 3.20GHz Processor
or
Asus P4V8X-MX Via Socket 478 MicroATX Motherboard and an Intel Celeron D 340 2.93GHz Processor with Fan


I'm not too thrilled with the Intel 945 series board my Pentium D is sitting on because the onboard sound sucks.. what is the best choice here between those two, the price is the same,

I'm leaning towards ASUSTEK... I've owned ASUS in my day and they're solid as all hell except for when they have a memory controller fan those always go out. I figure that getting up to ASUS and getting the fan with it makes it worth sacrificing around 200mhz in clock speed.. are there any inherent differences other than clock speed between those two cpus?

I've not owned many INTC cpus so I was also wondering do they come like AMDs retail or oem? They actually sell an INTC cpu without the HSF and cute packaging?




Thanks,
The Fred