UPDATE BELOW 6/26/2018....If you HAVE been using the Vanity Fair front closing - 75339, BUT you have been WISHING for more coverage - THIS version is slightly better. I've been wearing the other version for many, many years. I keep asking for and WISHING for a 38DDD - but to no avail so I buy the 38DD. Why? Because I find it comfortable and NOT over padded. I like a thin lining for comfort, but don't desire additional "size" with the filling. This version gives you ALMOST 1 more inch in the cup at the small size... at least on the 38DD. If you wore the 38DD in the "lighter" version, I would recommend buying the same size of this "fuller" version. I still really need a 38DDD, but I can definitely make this work. This version IS convertible to a racer back, just like the older version - although I rarely use that option, it's nice to have. Other improvements include - slightly wider - different material straps. FAR less "cutting" into the top of your shoulder - further - the back strap is slightly wider.. The front closure is still plastic - but I have yet to have one "fail." The down side of front closure bra is that as you wear it, as with ALL bras, the elastic "gives" and with the front closure, there are no adjustments. Still I get a fair amount of wear out each one - more than a year. For the price, I think this good. Camel Camel these so that you can grab them when they are an even better price - which has always beat what they are offered to me locally. There is a thin fiber fill - but it doesn't add bulk - just modesty. And the cup is smooth - there is some strategically placed lace that doesn't create lumps and bumps on the bra - a pretty touch. The other think I notice is that this newer version "feels" more supportive. I think there is a visible lift - meaning more support. The straps are adjustable, and as I said above, much more comfortable that the older, smaller version. Bras are SUPER personal and every one of us is different, but I was hoping to share enough details and comparisons to be helpful. I never hesitate to update my reviews should new info seems useful. Honestly, I think this bra is worthy of shot if you liked the older version but were wishing for a bit more cup.UPDATE 6/26/2018..... I just wanted to say that I ordered the 40DD. As I have mentioned above, I'd prefer a 38DDD or even an E... but that isn't offered in this style... so I decided to "try" the 40DD. I had feared it would be too big around, but it is actually fine... SLIGHTLY larger, but not significantly around... the "UP" part is that you get at LEAST 1/2" more in cup coverage. To me, that's worth while. Every woman is built uniquely and bras are SO hard, especially mail order. If you prefer a front loader... are full size.. and prefer an underwire for support, these are worth a try. I recommend possibly trying one size around "up" if you'd like a bit more cup.I have had no issues with poor performance in wear or otherwise, however, I DO wash in a lingerie bags, on delicate and hang them to dry in my dryer "closet." Hope this helps you in some way!