I agree with Takoman46. Price is relative to your needs. When I heard the price for the Mark iii was going to be $3500, I though I'd pass and wait for it to drop. But when I read what the improvements actually were, I pre-ordered one right away. A year and a half ago I did a comparison between the image quality of the Sony XDCAM ($6400) and 5D mark ii ($3200--body and 24-70 2.8L zoom). The mark ii blew it away, so I sold the XDCAM and got the 5D m2, a couple of L lenses, and viewing accessories, and started getting cinematography jobs precisely because clients where looking for experienced 5D m2 operators who came with the camera, and they were in short supply. And business the last year has been great. And while I still think the Mark ii is an awesome camera, the mark iii has addressed some of the short comings of the mark ii shooting video, especially in low light. Just the improved 2-stop lower video noise is worth the price increase, let alone the audio metering. The more I shoot in low, natural light, spend less on lights and lighting crew, but keep a rich, clean professional looking image, the cheaper the budgets and happier the clients.