Oh yeah it is definitely worth it. Your gonna need an ipod nano or something, but if your just looking to to upgrade the touch, its a worthwhile addition. I am hoping that OS 4.0 will add alot more functionality to it, but if you are cool with having a different mp3 player to carry, unless you want to carry this around or your phone, then its a worthwhile upgrade. I upgraded from a 64 gb touch to a 64 gb ipad, and the extra screen is awesome the apps, games, etc.