First let me state that I truly like both cameras, they are both outstanding machines. I have owned a FM2 in the past and presently own a F3HP w/ MD-4 as a backup camera. Pros to the FM2: * 1/250 flash sync (a must for using a flash outside) * manual body, if it gets told or the batteries simply die on you * 1/4000 top flash sync, useful when really wanting to stop action or shoot wide open (to have a shallow DOF) on a sunny day * lighter in weight Pros to the F3HP: * higheye point view finder (allows you to see the entire frame with glasses on) * view finder shows you 100% of what will be on the negative, this is most desirable when you print full frame (those images with black boarders around them) * removable prism allowing you to shoot from the waste, great way to get someone off guard and even more useful when you want to shoot with the camera on the ground, you get less dirty * simply more durable then the FM2 I opt for the F3HP because of the first two reasons are really big issues with me, I don't like non Higheye Point view finders simply because I don't like smashing my face against the camera to see everything. I shoot B&W, print all my own work and 95% of the time I print full frame and leave the little black edge around the image. Because the F2 ~ F5 has the 100% viewfinder, there are never any unexpected surprises on the edges of my pictures. It is not uncommon for me to remove the view finder and drop the camera to my waste or all the way to the ground. With the prism removed I can simply look down from a distance and keep my shirt clean. I normally use a wide angle lens when I do this and I rely on DOF to keep things in focus. I am not trying to tell you that one camera is any better then the other, only the difference and why I opt for one over the other:) I hope this help! Sam