I can get a good price with my educator's discount. Both are the same price. I had been using CS for Windows (from my school) before I bought my Mac. So, here's the deal...I am "OK" on it...I love finding and using Actions, mess with curves, create blog banners, etc. I am by no means a PRO but I like to play around and make my family's photos great. So, I can't figure out the major difference? If I order CS2, I'll get it soon (and I've been without for over a month since I bought my Mac). If I get the PSCS3, I'll have to wait (not that long, I understand, but I'm tired of waiting, and if there is no reason...) Thanks!