The cooler will fit yes. The question I would be asking myself is "will it cool enough?". Depending on your casing, you could consider getting a good 120mm tower cooler like the ones from Xigmatek. If you get one that does both LGA775 and LGA1366, the cooler could even be re-used on an i7 build. Such a cooler would also alow you to OC your processor and get more for your money (OCing a Core2 processor is ridiculously easy).