If you are a C++ developer, there is at least one reason why you shouldn't upgrade to VS2012: the compiled code won't work on Windows XP (unless you use VC10 toolset, but then you loose most of the advantages of VC11). So if you have any clients / potential clients on XP (still very common, especially in enterprise environments), think twice before upgrading. For C#, the situation is a bit better: you can produce code for XP, but it will have to use .NET 4.0 not the new .NET 4.5, which doesn't work on Windows XP. See http://www.microsoft.com/visualstudio/eng/products/compatibility[^] and http://blogs.msdn.com/b/visualstudio/archive/2012/05/18/a-look-ahead-at-the-visual-studio-11-product-lineup-and-platform-support.aspx[^]