I own both & see the only reason to pick the FE2 over the F3 is for flash. I prefer the 80/20 metering pattern (find it very accurate & hard to fool) & the LCD display of the F3 to the needle of the FE2. Also think that the F3 handles a lot better when shooting. Prefer the film advance & the positions & operations of the DOF preview and the exposure lock. If I had to part with one, the F3 would be the keeper. Like the F3 so much that I picked up a 2nd one recently. Also, as someone mentioned in an earlier post, maybe think about the FA as well? Have an FA with an MD-15 & really like it.