Hopefully the best budget gaming system

I'm looking to upgrade my ancient gaming system (old school overclocked 805D) Tom's $500-600 build review comes out tomorrow I believe so let's see if I can beat them to the punch with a better system!

Here is what I'm thinking for my build:

Intel Core i3 -2100: $125 from newegg.com or I can drive for 2 hours round trip and pick up :
Core i3 2100 for $100
Core i5 2400 for $150

I have briefly looked at overclocking Core 2 duo and AMD previous generation chips and I believe for $205 the core i3 2100 + mobo wins. I could get a Phenom II X4 965 + mobo for $180 and from the benchmarks it looks like it is only 10-15% slower so I figure I should go with the more advanced architecture of the core i3.

Motherboard: I don't care about overclocking so a budget board will work. I do want USB 3.0. ASRock H61M/U3S3 LGA 1155 Intel H61 HDMI SATA 6Gb/s USB 3.0 Micro ATX Intel Motherboard for $80. I am worried about using a microATX board. Can it fit any video card or do I have to be careful? Are microATX boards generally worse performers than standard ATX?

Video Card: EVGA GeForce GTX 460 Superclocked Video Card - 768MB GDDR5 for $130 Benchmarks showed it as a bit slower than the 460X 1GB memory versions but it claims an OC to a core clock of 763 Mhz and I think that will more than make up for it?

RAM: CORSAIR 4GB 240-Pin DDR3 SDRAM DDR3 1333 for $43 I can only use 1 out of the 2 slots and buy another 4 GB later, right? Corsair has served me well so far.

Case: I'm kinda clueless on this one. I want a cheap case and it seems every decent case is around $50. I don't really need much cooling if I don't OC so I guess I want it to be quiet and easy to put stuff in. Rosewill Challenger for $55 or Cooler Master Elite 330 for $45?

DVD Drive: My old drive is IDE (Gasp!) and new mobos don't come with IDE (hooray!) so I'm picking up a Samsung DVD burner for $18

OS: Microsoft Windows 7 Home Premium 64-bit 1-Pack for System Builders - OEM for $100 I already own Windows XP but I think Win7 is really worth it. Is there anyway I can get a student discount or a cheap WinXP -> Win7 uprgade or is $100 the best price I can get?

Wireless card: My old one does not have Win7 drivers, sad face. I am a bit clueless on what to get, they all seem to be in the $30-$40 dollar range. Some of them have 3 antennas, is that preferred? Is PCI or USB 2.0 faster? Going to put in a tentative $30 for this section.

HDD: Keeping my trusty WD 74 GB Raptor + 500 GB sata II seagate drive = $0

PSU: Keeping BFG Tech 650W PSU that has been running for about 3 years = $0

Keyboard/Mouse/Monitor: also own already, got a 22" acer mointor at 1680x1050 = $0

Total = 125 (cpu) + 80 (mobo) + 130 (gpu) + 43 (ram) + 55 (case) + 18 (dvd) + 100 (os) + 30 (wireless) = $581

I really only wanted to spend ~$500 but the darn OS for $100 is killing me. I'd really like to get this down to $500.
Should I keep my radeon 4650 instead of buying a GTX 460 and wait until the next batch of video cards come out?
Are there any good cases for ~$30 out there?
I think $80 is too much for a budget motherboard, is there anything else for a core i3 2100 chip? Will there be any boards around the $40-50 range soon?

Thanks for any responses!
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More about hopefully budget gaming system
  1. Windows 7 Upgrade $64.95 for Students
    The upgrade license works for Vista or WindowsXP owners.

    You might also check for discounts from your College's website or tech program.
    I think I was able to get WinXP for free or like $10 through my College back in the day.
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