I dunno, I was using AA 3 for a long time, and while there are some features that are gone, a lot have just been rearranged and/or are not accessible in the same ways or windows. All in all, while I still use AA3 on my old machine I'm sticking with CS5.5 on the new machine. Just the ability to utilize more than 4GB of ram is huge for me. I had recorded a huge show, 39 tracks 5.5 hours each. The old AA3 could not play this file, not even without any efx added, and it took HOURS to load. Especially something that big. The CS5.5 loads it in all first time in about 0 min and can play everything even with the CPU intensive effects that have warning prompts. I also like the way things save better and the smoothness of jumping between MT view and single track view. I do occasionally want an effect that is missing but it is becoming less and less and I use it. I can't say that the retail price tag is worth it but if you can find someone who can get you the educational price then for $150 it's a great deal.