Hi Dan, I'm writing in response to your post to the Nikon Digest. I was in your shoes in 1995 -- I'm a semi-pro nature photographer, and I was looking for a high quality "normal" zoom - and largely trying to decide between the Nikkor 35-70 f2.8 and the Tokina 28-70 f2.6-2.8. Long story short, I bought the Nikkor for the following reasons: 1) Outstanding mechanical and optical quality - the Nikkor 35-70 f2.8 is very sharp. 2) Consistency in color rendition of images with my other Nikkors. All my lenses are Nikkors, and I didn't want to risk a slightly different color rendition in some of my images because they were taken with another brand of lens, when several images might be used together. 3) Though the Tokina was generally well-built and is highly regarded by professionals, I couldn't stand the MF-AF clutch. The push-and-turn didn't want to ever work right for me on the demo lens the camera store let me take out in the field. By the end of one morning out in the field with the lens, I was cursing it. 4) 62mm filters are handy and relatively inexpensive. They work on other 62mm Nikkors I own and also aren't too bulky to step-down conveniently for use on 52mm-threaded Nikkors. 5) The unique macro mode: close focus is about 4" from the front of the lens, magnification is about 1:4 "naked" and very close to 1:1 with the 6T closeup filter. The macro range is also extremely sharp! As I mentioned, I've not been disappointed with the lens. Outstanding in almost every way. Just two caveats: 1) As is true for all zooms, it will flare when pointed directly at the sun. I recommend using the HB-1 hood religiously. This hood will reverse-mount on the lens for storage, though I usually just have mine on the correct way all the time. The only time it comes off is when I'm using the 62mm circular polarizer and it's dedicated HN-26 hood. 2) Mine does exhibit slight barrel distortion at infinity focus at 35mm. Actually, though, in my nature photography I've never noticed it! It wasn't until I'd had the lens for over a year that I took it to Italy, and I noticed some barrel distortion in some architectural shots. Trees, flowers, landscapes -- I couldn't/can't notice! Please don't hesitate to contact me if I can answer any additional questions. Mark Peterson Ames, Iowa, USA