I didn't see any need to upgrade to 3.1 myself, as all my games and other commonly used software ran fine under 3.0, however I picked up a spare 1200 with 3.0, and I got a good deal on 3.1 roms and figured why not? (all incompatable stuff could still be run on my spare 1200) However, I also upgraded to os3.9 from 3.0, and alot of software I found on Aminet (limpidclock comes to mind, which I use daily, and am developing an arexx script to sync this with the date manager on my palmpilot), which made me happy I did so. Some older software (workbench 1.3 stuff) broke, but didn't run very well on 3.0, as well as some games. WHDload has solved any problems I had with the games, as now I can run them on 3.9, and off my hard drive, and preserved my games from the bitrot that has plagued many of the originals. Also, when I upgrade to a tower and gfx card, 3.9 is going to be much more compatable with this. Also, I use alot of network programs on my 1200, and its still my primary computer for everything from resume/document writing, school work, and general web browsing/email/video and photo work, etc... So the only problem I have is with various video/animation progs from again the 1.3 era. (AniMagic and Scala being the biggest problems, and Scala just can't acces the dongle in the joystick port for some reason) Deluxepaint IV, PPaint, Adpro, and ImageFX still work fine, and the sview5 package on Aminet has adpro and imagefx loader/saver modules that include all the file support that previously prevented me from using them. If you do upgrade to 3.1, I would recommend saving the rom image from your original 3.0 chips in case one of your games breaks under 3.1, and download/register whdload as well as the whdload installer for that game. As far as using a cf card, I believe 3.0 will still recognize it, but I've never tried this myself. (Been thinking of it, though, my only problem with this is they seem to have a limited amount of write passes to the card, and write time is slower) If you do need more than 4gb, I think SFS still works under 3.0, but you'll want to check the website for that. I think it does require 3.1 to load into the rdb block for an automount, but thats the only problem I can forsee there. As with all things Amiga, it really depends on what you plan on doing with your computer, and if 3.0 fulfills your Amiga needs, I would stick with it, though 3.1 and up is nice to have for little odds and ends with an AGA computer. (ECS as well, I believe)