I've been having the same conversations and dilema with myself. D40 or D40x. I have the D40, love it and am totally happy with it. However, 10mp vs 6mp?? In my mind there has to be a difference although I understand that there isn't unless I'm blowing something up to 20x30, etc. Rockwell says that the megapixels isn't that important. The flash to me is not a big deal and the ISO isn't either. The D40x gives you 100 vs. the D40 at 200 which is a plus if it's bright bright outside. So far, I have not had an issue with 200 ISO. For me, the positive to moving "up" to the X is the 10 megapixels. In truth, that isn't a big plus except in my head so I'm sticking with the D40. I don't have older lenses so that's not an issue. All my lenses were Canon but I've sold all of them. Either way you win. My next step up is the D200 or whatever new model comes out first.