I know a lot of people are struggling with this decision as well, so I thought I'd post my decision process that had me arrive at getting the Wifi only version of this device: 1. Price -- $130 extra plus service charges when you want to activate it for a month. 2. Tethering -- I jail broke my iphone for tethering. It was quick, easy and didn't cause me any problems. Now I can use my phone as a wireless router in the rare cases that I do need internet access where I would have used 3G service. This eliminates the need for emergency or nice to have 3G service. I can still get on by tethering in those instances. 3. Lack of a camera. I know this sounds strange at first, but think about it: A camera + GPS would have been very powerful for augmented reality applications and would likely have had me buying the 3g version. Due to the camera being missing for this generation, there will be no augmented reality applications. At best you will be missing out on the ability to use the ipad as a GPS device, and minor things like location based tweets and weather. I can hold out for this until I upgrade to gen 2 or gen 3 when they have a camera included. So there you have it. I'm going to purchase the 64GB Wifi version. I'm actually even listening to some people arguing that you won't need 64GB in the first gen, but I have a feeling some of the apps made for this device will take more room than the iphone based apps because it has more horsepower to be able to handle them. Therefore, I'm still leaning towards the 64GB flavor. March 29th can't get here soon enough.