EDIT: He beat me to the post and now mine is repetitive.
The download basically
is the disc copy. It probably runs better too. Optical drives are slow.
As for the game, it's fun stuff. The character system is vastly more complex, which makes it fun to play with. the dungeons are huge and I find them immensely fun. The main quest is also more involved. The guilds don't have stories though. They have quests, but they're generic and randomly generated. Some of them are still pretty fun.
The only disappointing thing is the wilderness is boring and mostly empty. There's almost no reason to go wandering without fast travel, despite the game world being positively massive.
You should just give it a go and see if you like it.
The download isn't very big (unless you're stuck on dial-up) and when patched it's not really anymore broken than any other TES game.