Paul, There are several features, typical for Nikon's pro series you won't find on the FM2, like MLU, DOF indication, interchangeable finders, 100% finder view, that the F3 *does* offer. The F3 also opens the door to a much wider collection of accessories you can use: a fast motordrive (MD4), 250-exposure back, Polaroid back, etc. I guess if you intend to use your camera not too often the FM2 would suit your needs quite well, though you've got to keep in mind this is a fully mechanical camera, so you've got to do all the settings yourself. I used an FM (the FM2's ancestor), and later on an FM2 as backups for my F3, but got so used to the F3's aperture priority auto mode, I swopped it for another F3. You're right about the flash sync speed: this is one of the biggest disadvantages of the F3 (plus the lack of a hot shoe, except the F3P), and 1/90 isn't that impressive compared to the 1/200 for the FM2 (1/250 for the FM2n). My conclusion would be: if you prefer to work a fully mechanical camera and/or intend to do a lot of flash-supported shooting the FM2(n) would be your best choice. If you are looking for a camera with more potential concerning 'growth' to professional use, I'd say the F3 is what you need. Hope this helps, Pim >I asked a question a couple of digests ago, and my e-mail was rather long and >rambling, but basically I need advice as to whether I should buy an F3 over a >FM2. Has the F3 any major advantages? I believe the flash sync speed is a >paltry 90, but other than that what is it that makes it such a good (and >still manufactured) camera?