heya; the figures are mostly the same, i'd say. some new ethnicity morphs (they all look the same with different skin bases to me, i dunno)... a few new animals. wolf, lion, rattlesnake, frog.... for hair, the biggest difference is p4's transparency settings. you can use alpha channel type transparency maps on stuff. also new in the textures is reflection mapping... hasn't been utilized much, but its kinda cool for making metallic textures. also new is conformable clothing. this ain't much to write home about. it's a cool idea, but still in the early stages of development. personally, i think regular posable clothing is just as good. then there's magnets. also in its first incarnation, but pretty powerful if you can get the hang of it. it almost eliminates the need to use another 3d app to make morphs. simple morphs. real simple morphs. :) then there's the new heirarchy editor. kinda buggy and cumbersome, and i woudlnt count that as an 'improvement.' (yet). so, yeah, it has some innovative new stuff, but a lot of it is first-generation implementation. do you need it or can you wait? up to you.