I don't have it YET, but there are a few changes worth noting: 1. The "magic wand" tool has been greatly enhanced and now has three different ways to come up with a mask for you. It's as good as those $100 mask plugins you've seen around (there was a review in a recent edition of "Publish" magazine. 2. Text on a path. Now you don't have to do your text on one of those curvy paths in Freehand, etc, covert it to EPS, and then import into Photoshop (thus loosing any chance to modify it without going back and starting all over again). I'm not sure, but I think you can also do enevlope distortions to text, but verify that with Adobe if it's important to you. These two enhancements alone make it worth the high cost to me (not to mention the web graphics stuff they threw in, plus Image Ready...). 'Hope this helps you to decide. - Jim