I would go ahead and upgrade to the 3G, as it isn't that much more and can make a big difference if you are out somewhere and decide you'd like to download a book, but don't have wi-fi. That said, I think you should really take a good look at the Nook, which is what I have, and I love it! Personally, I prefer the feel of the touchscreen over Kindle's keypad, but the main feature I like is that I can borrow library books with nook, but can't do that with kindle. I had never been much of a library patron before, but now I'm checking out 2 or 3 books a month. I check them out at home and they automatically go back in 2 weeks, or I can recheck them if I'm not done. I still don't go in the library, but I use it alot! There are a lot of freebies from B&N, as well. Again, both readers are great and I'm sure you'll love yours, but you might want to check out nook before making your choice!