CS3 has a much different interface than CS2, although you can alter it a bit once you learn how to. Performance wise, it seems better than CS2, and if you have Vista, should fix some problems. If you are at all into 3D, than CS3 is a great way to start doing some advanced 2D/3D stuff. You can import 3D files into CS3, even rotate them around! All-in-all, it'd probably be a good upgrade.