If you're using OCS/ECS and don't have a graphics card, stay with WB 3.1.
Here are the problems in 3.5/3.9:
1. The new picture.datatype is super slow and will stupidly remap and dither images that are already mapped for your current palette. There is no option for "do not dither/remap".
2. Any palette requester is now in 256/256/256 - which makes selecting palettes in OCS/ECS painfully tedious. I don't know why it didn't automatically switch to 16/16/16 when in OCS/ECS modes. Also, the Palette Prefs still only allows you to change 8 colours (!) and there is still no colour locking. (!!)
3. The icon editor is super slow buggy garbage and Fkey doesn't work properly.
4. Reaction GUI is slow and ugly. ASL requesters are also super slow.
5. You must insert the CD-ROM to install updates (stupid copy protection) and "boingbag 2" ROM update is buggy and crashes.
I'm sure there are other annoyances I've forgotten. I consider 3.9 to be one of my worst Amiga purchases.
There is only one useful thing I've found in 3.9 - the new scsi.device for >4Gb - but even this is annoying because it causes a double boot. I extracted it and use it in WB 3.1 - and only when I need to access >4Gb.
