As a faithful 2G owner, I had no reason to upgrade. I have GPS unit and rarely used EDGE..and I liked the 2G case. Well, I went to Apple store to buy a new MBP (long time PC user) and compared my 2G with new 3GS and couldn't believe how much better it looks and functions!!! Damn it! so I bought both MBP and 3GS and I'm short $1700. By the way, my 3GS has A dust under the screen. Doesn't bother me much but little skeptical about the build quality. Oh yeah, I gave mine(pristine condition) to my wife and my wife's iPhone is retiring (scratched+dented+cracked+scuffed+worn out).