Well, If you're used to minidisc I think you will find that the HD3 is a bit disappointing. I bought two for my daughters and found the HD3 fatiguing to listen to. I think it produced too much distortion at high volume levels and you had to have it up nearly all the way for classical music. I have since tried out an HD5 and an HD 1. HD5 is better than the HD3, but in terms of sound, Sony got it right the first time. The HD1 has higher volume and no noticeable distortion at max volume. If you can live without mp3 support you would really like it. It matches up fairly well with my Sharp DRS7 minidisc, which is the best sounding portable unit I've ever heard. TK