me, at least for now. I like the smaller size of the SP2, especially when on an airplane. plus, I have sunk so much money into the SP2 with extra chargers, pens, keyboards, and the dock. I don't see recouping that in a tradein when the MSFT store gives $400 for an SP2/256 like mine (WITH keyboard!) and won't buy back the dock or keyboards separately. I've seen the SP3 in person in two different MSFT stores, and I've read dozens of interviews. the one thing that might make me jump is if the i7 is *significantly* faster than the i5 in the SP2, but from what I've read it's a 15-20% boost at most. and, I am almost out of disk space so that might push me to a 500G model. otherwise I'm staying put.