Bar, I chose the D5 for two reasons, the 32 bit dac and the fact that it can upsample which I wanted for my digital music. I did get a chance to compare the P3D5 and P3D3. As you said, they are so close. To be frank, at these performance levels, the differences are so small its hard for me to tell the difference. I ultimately chose the D5 because for some reason (imaginary or not) I thought it sounded more analog. The fact that the D5 could upsample made it an easy decision. Oh and of course the price always helps!