I would say the S3 is worth the savings becuase in a few years, you're going to want a new watch anyway, and I can't see the S4 being worth the extra bucks at this point - it's already a quarter of its way through its life cycle. Also - I highly doubt the S4 is going to replace the S3 in the lineup when Apple releases a new S5. I think the S3 is going to be around for a long time in the watch line up, as putting in the S4 where the S3 is now while the S5 is out - consumers would be buying the S4 in droves because the two models would be competing with each other. The S3 will have a lower price point, smaller screen, etc while the S4 will just be killed off and the S5 will take the place of the S4. I see Apple keeping the S3 around in order to drive sales of the higher and newer models with the new form factor - and if you dont want that, you just get the cheaper version. I see apple keeping the S3 around until the S6 is released.