I've had the E-PM1 for several months now. After looking around for a bit, I picked up a GF3 kit from Amazon in order to get ahold of the 14-42X lens. Even though on paper the differences don't seem too significant, in practice the difference in size is quite significant. On the whole, I actually prefer the GF3 body to the E-PM1 in terms of handling. It has a nice grip, a well-proportioned LCD and it is actually a little bit thinner than E-PM1, while looking far less ungainly (it doesn't have the protruding mount of the E-PM1). The main difference for me is that the GF3/14-42X will fit comfortable in a coat pocket, whereas the E-PM/14-42IIR will not. I will probably end up selling the GF3 and using the 14-42X on the E-PM1, but for people who don't use Olympus lenses or need EVFs, the GF3X is a very compelling package. Panasonic has definitely one-upped Olympus in the collapsing lens genre. NIKON D700    ---    50mm    f/2.8    1/80s    ISO 400 NIKON D700    ---    50mm    f/2.8    1/60s    ISO 400 DH P.S. In the second image, the items (L to R) are: Panny GF3, Oly E-PM1, Oly 12-60 + adapter, Oly 14-42IIR, Oly 45/1.8, Panny 14-42X and Panny 20/1.7.