Hi Chris, I have the Tokina 24-40/2.8 and used the Nikkor 20-35/2.8. The distortion on the Tokina is less than the Nikkor, and it is sharper at edges when wide open than the Nikkor. Also, it uses smaller filters (72mm vs 77mm) than the Nikkor. The Tokina is entirely metal (rather heavy) and beautifully made, whereas the Nikkor is only metal inside. However, the Tokina hood is rather hard to find. On both lenses, I wish they have a wider range though, eg 20-50/f2.8. The front of the Tokina rotates, whereas the Nikkor does not. A secondhand Tokina goes for about USD 150, whereas a secondhand Nikkor goes for at least USD 800. So if you have more money, and don't open the lens wide open that often, then the Nikkor is the one for you. Hope this helps. Regards, Sover
