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I can't remember now what benefit the 3G one had over just the wi-fi, but I remember that it didn't make sense to me to pay the extra 50 bucks, so I got the wi-fi one. With that one (the one that's $139), I can go to a hot spot, say a Panera Bread location, any coffee shop with wi-fi, etc., and connect and download books. But I haven't even used that feature. I simply download whatever I want at home, using the USB cord connected to my computer, and then carry it wherever I go with my books already loaded on it. I don't see the need to download books out on the road, but everyone is different.