On the fence... need some input...

You could upgrade mobo and cpu for under 200. ATX mobo http://www.newegg.com/Product/Product.aspx?Item=N82E168...
Micro ATX http://www.newegg.com/Product/Product.aspx?Item=N82E168...
I have the micro ATX and its got an older chipset but it got alot of oc tools the atx version should have more and its a newer chipset.
Both MoBo's are $70.
For a CPU if you go $20 over your budget you could get a fantastic processor. http://www.newegg.com/Product/Product.aspx?Item=N82E168...
Its black edition so you could overclock it quite high and its a quad core. If you want to stay under 200 I would go with. http://www.newegg.com/Product/Product.aspx?Item=N82E168...
Or if you dont overclock this chip would be better than the first one ($20 cheaper and not BE so if you dont overclock more your style.) http://www.newegg.com/Product/Product.aspx?Item=N82E168...

If you overclock I would go with the ATX motherboard and the black edition processor it would come out to $220 but would last a while and is overclockable quite high if your not satisfied with the performance in a while. Later if you want to overclock higher you could get a new cpu heatsink and cooler for like $30 but the stock would do just fine for a while.

Hope that helps and good luck.

EDIT: Sorry I didn't notice your cooler until after I wrote this but im not a fan of Intel and I cannot make a reccomendation for them because I would never use them. Sorry if you wanted to keep that fan but I think this would be a better choice because later on you could get a bulldozer CPU and that ATX mobo has support for the 6 core proccesors already out so I think that it has more upgrade potential.

Fixed the link! lol

Thanks for your reply. I 'm not a fanboy either way. My gaming rig is Intel and my HTPC is AMD. Just a note though, the first link and the second link are the same thing. For my gaming rig I have no problem going AMD but I can't go mATX. I need more examination options than they offer. Also, if I go AMD I will want to go Phenom and I would need to get new memory for that to as I wouldn't want to slow it down with a DDR2 motherboard and memory. Also, for $10 I can get a mounting kit for my cooler that will work with AMD boards.

Well if you want to use DDR2 and a AM2 or AM2+ mobo.
Mobo http://www.newegg.com/Product/Product.aspx?Item=N82E168...
CPU http://www.newegg.com/Product/Product.aspx?Item=N82E168...
I know its open box buts its a phenom 2 and quad core.
Or if you dont want open box.
http://www.newegg.com/Product/Product.aspx?Item=N82E168...
But the phenom 2's overclock higher and run cooler. Get the bracket and you would only have $200 in for the phenom 2 or $175 for the phenom. But both are black edition so should overclock higher than the core 2 quad. Thats what I think but the intel option is viable because its the same price to upgrade to and is slightly below in stock performance from the 945. Would the DDR2 really cripple the 945 option i reccomended earlier? It would work and their is about a 10% differance in DDR2 to DDR3 I believe? Dont quote me on that because I could be wrong but those are my suggestions.

EDIT: http://www.anandtech.com/bench/Product/75?vs=102
Comparison between the 965 pretty much same as the 955 except one cpu multiplier higher stock but BE so can be fixed.

You just need to find the right priced CPU. High end C2Q CPUs beat/match Phenom II quads.

If you live near a Microcenter you can pick up a Q9550 for under $200. That's what you want!

If not i'd personally go for something used or a new Q94x0. LGA775 to AM3 is a laterall move.

Phenom II 955 $150 + comparable mobo $100 + 4gb ddr3 ram $100 = $350 for comparable performance to just getting a C2Q.

New sockets/CPUs are coming soon too!

AM3 is great, but so is LGA 775 45nm.

IMO going to AM2+ would be even more pointless.

Q9400 is the better gaming cpu:

http://www.tomshardware.com/reviews/best-gaming-cpu-core-i5-760-core-i7-970,2698-7.html

If you can stretch a bit more, $275 buys an i5 750 and Gigabyte mobo. You're not that far away cash-wise, and you'll get there quicker if you keep the $200 in your pocket.