I wanted the 64 gig when I ordered my iPad 3 the first day they were available, but I decided to save a little dough and went for the 32 gig, which is what I'm typing this reply on 😉. And honestly, I don't regret not stepping up... I'll download a movie or a tv show once in a while if I'm going to be traveling, but then I just transfer them to the iMac and store everything on there. So I personally don't feel the danger of running out of room. But everyone has their own needs, and if you are planning on storing more things on your iPad than I do, then by all means go for the 64!