OK. For the first time since Cakewalk DOS, I haven't jumped on the upgrade bandwagon frankly because now that my longstanding issues were addressed, I'm happy with X2.  I'm a hobbyist, just arriving at the point where I can produce a quality demo of songs that I have written, and there are many features even of X2 that I have not yet explored (it doesn't take that much for a good country track).  Still, with a few dollars to burn and music as the only thing that intrigues me, I wonder if I'm missing out.  What are the OMG innovations in X3d that would make me upgrade even though the 15% discount has already expired?  I'm listening... Thanks.
 

well, to be frank... shoulda jumped; quite a deal...  
I really didn't use X2 that much as lots of other stuff was happin' in my life, but as far as I'm concerned, COMPING is now the "bestest coolest most awesomest tool ever!" to quote my 13 year old, if she were here...she watched me and just sat there and said, WOW!!!!!!!! and WOOOO and "that's amazing!" as I popped up different vocal vamps, re-swiped the region to redefine it....

Stability (for some), ARA integration of Melodyne (and Melodyne itself is included), greater color customization, fast(er) comping in the Take Lanes...those would be my reasons,
 
Some folks get pretty hyped over included freebies (Blue Tube, the Drum VST Addictive Drumss, etc)
 
Regards,

Comping is huge. If you do comping, Sonar now has the best.

bsteven,
I was, like you, trying to decide if I should upgrade to X3 from X2.  I just did, on the last day of the 15% off sale.  I've only used it for one project so far, but I remixed some of my earlier projects to explore some of the changes.  I have to admit, I wish I had upgraded earlier.  Unlike you, I was having some stability issues with X2, and they seem to have been cleared up (on my setup) in X3d.  But aside from that, the improvements in the Pro-Channel EQ, and the bundled Blue Tubes plugins made it worthwhile for me.  I had the full versions of Addictive Drums and Addictive Keys already, but XLN was nice enough to let me use the registration code to get 2 ADpaks that I was considering but hadn't bought yet.  That alone was almost worth the cost of the the upgrade.  And the integration of Melodyne seems better than V-Vocal, although I don't use either very often.  Everything seems to be a bit more refined and smoother, too.  If you don't mind spending the money, it's definitely worth the upgrade.

VST3 support would hit the list as well. X3 was the first version I purchased external plug-ins for, and decided on the iZotope Studio Bundle, so the VST3 support was a nice to have (although those plugs are scripted at all levels, which gave me a lot of respect for iZotope).
 
X3 by itself is worth the upgrade, IMO. The extra "goodies" are just icing on the cake for me.

Anderton
Comping is huge. If you do comping, Sonar now has the best.

I hugely agree.  It's like they hired someone with some common sense and what was horrible suddenly works.  It's as if this guy said: "Guys , here is how basic comping has worked for the rest of the world for the past 15 years and you (Cakewalk) don't even have that working!  Now lets fix it and go a step further.."  And it appears they did.

X3 Can't Do Withouts?

 
More updates/fixes than ever before.

I generally have been reading this forum almost every day for a few years now. I even remember when there was no X rated forum. When it first came out it seemed like there was post after post of complaints. So I waited it out and continued to read what was going on here. There were still a lot of complaints and issues with X2. Then all of a sudden X3 came out and the whole forum started being 80% positive about the new version. SO 8.5 to x3 was smooth sailing and so far I see a nice piece of recording software that does everything I need, well except wave editing. 

Looks like the verdicts in.  I'm glad to hear it.  If felt disappointed a few times with the early upgrades, but now I feel I may I missed out on a deal.  Way to go, Cakewalk!  I knew there was reason I stuck with you all these years.