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We've been using Photoshop Elements for years, and just upgraded from version 11 to version 12 a few days ago. After the big changes in version 11, I wasn't expecting much in 12 - and I had to dig a bit to find anything that had changed at all. Because of that, I suspect most people will probably be perfectly happy sticking with version 11 - but here are the features that may tempt you to upgrade: 1) RAW file support. For those who are using RAW files, this will finally make Elements usable - and would justify as an excellent reason to upgrade. I suspect the vast majority of Elements users won't care about this; but, it is there. [** UPDATE 10/10/13 **] Apparently it was possible to edit RAW files with a plug-in in the previous versions of Elements, but I wasn't aware of that. I will say that the RAW file support is obvious & easy to access without a plug-in in the new version. ;) 2) The content-aware move tool is excellent! The quick selection tool also seems to be improved - which makes the content-aware move tool even better. Basically, you just select a section of your picture and can move it around using this tool - and Elements will take care of fixing up the background. This is a huge time-saver for removing unwanted elements from a photo, and I've found it to be easy and effective. 3) New effects tab when in Quick-Edit mode. This is OK; but, I guess I'm just not a huge effects user in most cases - and I tend to work in expert mode anyway just because that's what I'm used to. Aside from those features, I wasn't able to dig up much else. I needed a new license anyway (which is why I bought this version); but, we'll be perfectly happy letting versions 11 & 12 co-exist on our PCs just because they are so similar. I will say that we've messed with several photo editing programs over the years, and I think Elements is the absolute best for an average home user. It's extremely easy to use and has all the functions a typical user would need to accomplish just about anything. Overall, I would base my recommendation on what you're currently using: - If you don't have any photo editing software, or are using something else, I would highly recommend Photoshop Elements! - If you are an existing Elements user who has been waiting for RAW support (I can't imagine there are more than a handful in this category), then you've probably already upgraded. :) - If you're an existing Elements user who is just wondering if the upgrade is worth it, I'd probably recommend taking a pass unless you just want the newest version. If you do decide to upgrade, be sure to play around with the content-aware move tool!