Yeah. Similar to the recent thread posted, I'm somewhat in the same predicament. The S5 Pro is wonderful but out of my league. The D40 won't be considered an upgrade to my D70 since it's still 6MP and furthermore does not have internal motor and I have the D2Hs for low light shots. So will a D40x be better than a D50 for me? Yes, most of my lenses are non AF-S but I thought of using the smaller sized D40x more for landscape / travel photography with maybe a Sigma 10-20 (which I'm planning to get) or the kit lens stuck on it. D80 would be ideal but that's more than what I'm willing to fork. Granted I'm no fan of SD cards, I think I have no choice.