The main difference is that it is a bit thinner and lighter. Other than that I am not really sure if people need to upgrade at all from the first one. If people do not have an iPad and are thinking about buying one, then I'd recommend the iPad 2, but if they already have iPad 1, then no need to upgrade. I suppose the camera is the main difference for photos and video chat, and I understand for some people that would be probably be the clincher. However, I don't notice any difference between 1 and 2 for all the tasks I personally use it for - web surfing, Youtube, email, Pages, Wordpress. The quality of display for Youtube videos seems the same to me while web pages have similar load times. Operationally, there is hardly any difference unless perhaps you use it for more complex tasks which I can't tell you about because I mostly use it for the aforementioned tasks. It feels a bit lighter in the hand than the first one, but this difference alone isn't enough to justify an upgrade. I have the Samsung tablet and I got to tell you that feels a slightly lighter in the hand than iPad 2 and easier to hold because the back is plastic and less slippery than the iPAd. It of course has a camera, but I do not use the camera at all. Here is what I would like to see in iPad 3 (in no particular order) - 15 hour battery life as opposed to current 10 - Taking less time to charge from 0 to 100% (the current iPad I must admit has a big advantage over the Samsung here) - Noticeable difference in quality of video over iPad 1 and 2 - Web page load should be instant - Flash is a big restriction for many people still. I go on BBC news site and want to watch a video embedded on the page and I can't - I am not really a gamer, but I am sure people will want better graphics and smoother gameplay for the more complex games - Reduce the size of the bezel on the iPad to make the screen even bigger. - Keep the home button - Make the back less slippery - Aim for 1 pound in weight I am sure there are other more important improvements people will want depending on what they use the iPad for. By the way I seriously hope Apple does not release a pre-Ipad 3 iPad (as some rumors indicate). If they do, I really hope the Apple herd reject it and show they will not be taken for granted.