I have a Kindle2, but will be giving that to my mom as soon as my Kindle3 arrives. Went with the wi-fi only option, as it's all I really need. If my mom hadn't been so interested in a Kindle I don't think I'd have upgrade. I think the next Kindle will be where we see some true innovation. Either way, the competition between the nook, Kindle, iPad, and others has really turned out well for the consumer. Aside from the higher ebook prices from some publishers, of course.