I will prob upgrade from my current iPad 3G to an iPad 2 wifi only. I regret opting for the 3g as I have an iphone 4 and can swap sims if needed (and use MyWi once I can jailbreak it). Main reason I will upgrade is that I cannot stand that my iphone is more capable than my ipad because of the ram. It realy pisses me off that apple would be dumb enough to include only 256mb. I am running iOS 4.2 beta right now, and while it works great, it cannot save the state of as many apps as the iphone can and it is quite obvious. I also hate hoe the Epic Citidel demo has better textures on the iphone because of its more ram. If my ipad had 512mb of ram, I wouldn't even consider upgrading for the facetime camera alone. There will not be a resolution upgrade, I know that. Tough thing will be deciding when to sell it befoore the new one arrives.....