Sub-$400 (usd) upgrade suggestions

I have spent time researching potential upgrades that would meet my needs. However, I would definitely like to get feedback/suggestions from people here before making any purchases. So... thanks in advance.

My current specs:
Motherboard: My motherboard is from an acer x3400g Micro ATX case (total crap case), but I transferred it to an Antec Three Hundred Mid-tower ATX.
PSU: BFG GS-500 500W ATX
CPU: AMD Athlon II X2 255 Regor 3.1GHz Socket AM3
Memory: 4GB Dual-channel 1333 MHz DDR3 SDRAM (8GB supported)
OS: Windows 7 Home Premium x64

I would like to keep the motherboard since I can upgrade up to a AMD Phenom II X4 quad-core 965 (if higher, let me know).
I would also like to get at least 2GB more memory.

However, should I just ditch this Mobo and get a new one along with the new processor (combo kit?) that supports my current memory?

As for graphics, the 550ti was a gift so I can't take the blame for spending hard cash on it. I want at least a 560ti, or would a 6850/6950 be a better route (more bang/buck?)? Would I need a better PSU for these cards? Any other suggestions would be appreciated.

All said and done, I have $400 max to spend on upgrades so I want the best possible gaming rig I can get for an extra $400.

Most frequent games:
Fallout NV, Dirt 3, Battlefield 3, Mass Effect 2/3, Metro 2033, etc..

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  1. I forgot to mention, my monitor is 22" running at 1680x1050 60Hz.
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