I have a few reasons for not upgrading. I don't want to buy into "megapixel marketing madness", and, video is of zero use to me. None. While I accept that that is something they more or less "throw in", it, to me, is not something I have to have. I have never been fully satisfied with my D300, and often times have a love/hate relationship with it. But, I could have done a lot worse. It will do, for now.