The good -Speed increase is DEFINITELY noticeable and is AWESOME. Whenever I use the 3G now it just feels laggy and crap (I'm talking about general OS speed not network speed here) -Camera is also a LOT better plus the integrated video without having to get jailbreak apps -Compass is useful to see what direction you're heading in the maps app -Alot of emulators run a lot better on 3gs The bad -At first the GPS didn't work at all, had to do some trick thing to get it working but it works fine now And the ultimate bad - WTF WIFI. It's very unstable and often just doesn't connect, signal is heaps worse than the 3G on my home network. The wifi is near unusable, it is horrible. Anyone know how to fix this? Overall - Was it worth the few $100 to upgrade? Right now no because the wifi sucks ass. But with working wifi, I would say yes the speed is a great improvement as well as the other smaller things.