If you like using creative suite I would do the upgrade I have production studio CS2 however the green screen wasn’t as good as Ultra 2 so I bought Ultra 2 seperate and used it with my CS 2 I replaced my harddrive and reloaded my programs. Adobe refused to activate my ultra and suggested that I upgrade to CS 3 after a little whining and crying on my part they activated it one last time as a “favor” to me. So I’m assuming that eventually they will Quit activating older programs in order to force you into an upgrade anyway. I love adobe and have been very pleased with my software but if I would have known there was a limit on the time I could use it I would have went in another direction.