Randy, I have both Photoshop CS3 and Photoshop elements and I find myself using elements more often. The layout is much more user friendly and many of the adjustments are layed out in pallettes that are easier to access than on Photoshop CS3 plus the I really like the photo organizer that comes with it. With the cost of Photoshop elements at ~$80 and Photoshop CS3 somewhere north of $600 its a no brainer. As far as memory goes my personal laptop had 512mb of RAM and it ran fine, it stumbled a bit when I started shooting in RAW though but once you got the pic loaded it was fine. I stepped it up to 2GB and now it runs much better with the RAW images. If you would like to look into upgrading the RAM on your laptop let me know I can generally find pretty good deals on RAM I think the 2GB kit for mine was about $70 and took about 5 minutes to install.