Posted this on the BMWST.com website. I thought it would be valuable here too. My take on the BMW Airflow 2 vs. the BMW Airflow 3 boots: 1. The Airflow 2 boots are a bit lighter and cooler. 2. The 2's have a lousy heel that wears out in no time. Since the heel is hollow, this can be a big problem (it was for me.) The 2's are also more flexible, which is o.k. for a walking boot but not as protective for a motorcycle boot. 3. The Airflow 3's are more substantial. The heel is more prominent now and should last a whole lot longer. Also, the 3's are an inch taller providing more protection. The toebox is much more solid than the toebox on the 2's. The protection offered on the 3's is very close to that found on my heavier Sidi and Alpinestar boots. 4. Fit and comfort appear to be the same for both models. The price remains about the same for both...$229 (but you may get a discount at your dealer...I did.) BMW may have responded to consumer feedback on these boots (is that possible?) Give us an "airboot" that provides a cooling airflow but retains the protection and durability of my other motorcycle boots. These boots seem to succeed in doing just that.