i was at this decision as well, and my only regret, that I didn't upgrade sooner!! But I hadn't long before upgraded to X2, which was the cause of my indecision. X3 is a lot more stable for me, but the the comping, melodyne, (which I upgraded to editor), AD2, and in particular, the Blue Tubes stuff, has had a massive effect on not only my workflow, but the quality of what I am doing, Nearly 3 quarters of the way now into an album, with the first 2 songs done in X2, is forcing me to go back and re-do them, because what I have done with the last 3 songs, has made them sound, not bad, but not as good. I mostly put this done to spending less time comping/arranging, and a what is obvious to me now, less latency issues, which has allowed better recordings, and has resulted in almost non-existant time corrections of takes. My advice, it's a must. As others suggest, you won't look back.