If you've used 5050, I'd recommend E-300, as the learning curve is not much different. I'd also recommend you to replace the kit lens with something a bit better. Pity they don't sell the 1454 with it. OTOH, they've had E-1 on action sale here in Croatia, with just that lens, with the price almost the same as E-300 kit. And E-1, although 5MP, is better than E-300. So if you can find a similar action sale wherever you are, it might be worth looking into. I haven't had that Eos 350D in my hands, but I suppose I'll see it when it appears in the Croatian market. What happend to your 5050? erlik (an owner of 5050 :-))

-- erlik