it might, but probably not. it's a HSF designed in the image of nVidia's proprietary GF4 cooler to work for the GF4 because it puts out more heat and is a bigger chip. it doesn't cover the memory and probably won't do a much better job of cooling the core. take a look at a pic of a GF4 Ti series card if you want to see what i'm talking about.
if you want to cool the memory so you can overclock the living daylights out of it, buy some RAM sinks. but they are expensive and i don't think youre going to get a huge difference anyway, most RAM overclocks are limited by the RAM response time and quality of the PCB the video card was built on.