I've been diving into "7" for about a "week-an-a-half" now and i think it's been worth the upgrade price. The choice of "upgrade-or-not" breaks down to what it is that you use Photoshop for... I know it became more expensive to upgrade for me when Adobe stop supporting Win95 and made me "have" to upgrade my OS in order to upgrade Photoshop. This is just one of the factors that upgrades impact... Both Alpha and Lady have pointed out the new feature sets that make it worth it for them. What are some of the things you use PS for (or would like to use it for...)??