iPhone 4 Retina display is pretty nice, significant upgrade over the 3GS. Like Sigma mentioned the battery time is better - doesn't feel 40% better to me. Other than that the differences didn't matter much to me. I will also say that the new form factor is something to get used to; the squared edges were weird to me. With the rumors that the Verizon version will be out sometime in January or February 2011, signing a new 2-year contract right now might not be a good idea.