R2 versus plain old W2K8?
As far as domain controllers go, you would gain the Active Directory recycle bin, native PowerShell cmdlets for Active Directory (native as opposed to the ones by 3rd party Quest) and some other things that may not justify a rebuild - or the expense of acquiring brand new 64 bit hardware (see below). If you've been managing AD on W2K3 without PS all this time, I rather doubt using it now is crucial.
Second, do you know if the servers you want to upgrade are in fact 64 bit compatible? Some members have mentioned how they've got W2K8 to run on servers that are quite old. Some older servers may not be able to run a 64 bit OS to start with.