e8400 Won't POST???

I need some advice. new rig -S3L rev. 2.0 + e8400 + 4 gig OCZ PC-6400
with a fx5200 vieo card.I started out getting the LOGO screen. I have
a USB mouse/keyboard and I even tried my Dell PS/2 keyboard and I
don't go beyond the LOGO SCREEN. I hit DEL TAB END and nothing. The
video card is working. I removed both Ram, and restarted and the fan
started up then shut down. did this a couple times. Moved the ram
around. Got the LOGO screen only. CPU fan works. power button, reset
button. I disconnected my IDE cable. Same thing.

At first, I could see the keyboard lights flash, and the optical mouse
light up.

I don't have another 775 system to test the e8400. Any advice? New
Antec earthwatts 500 PSU.

I'm guessing its not the RAM. Does this sound like the CPU or
motherboard? I can't tell the BIOS vers to know if its compatible with
the 8400? I've read even earlier BIOS will post with the newer chip.

Thanks

Max