Went with the D300 after trying them both out. I actually like that it is MUCH lighter than the D3. Plus, with the money saved from the difference from the D3 (plus our shop had a $300 discount on the D300), I'm also going to purchase the Nikon 70-200 f/2.8 vr lens and the Sigma 150-500 os f/5-6.3. And eventually the 50 f/1.4 or the 85 f/1.8. I think I should be really happy with this camera!! Hopefully I can take some good enough pictures to post on here and have you guys and gals look at them...