New transmitter with lipo battery, gimbal control wheel, throttle lock. The Phantom has better RF shielding for the GPS, better compass, better (safer) connectors, more powerful motors/ESC/props. Other electronic tweaks to improve reliability. Currently the hot internet anecdote is failure of the ESCs due to wiring that's too small, burns up, motor fails, bird crashes and burns. Hard to know if it's a real problem or a self-selected one. . The most famous examples were v2.0's that were home-retrofitted with the bigger motors. People keep talking about how it's a big problem with the new 3.0 v+ too, but no one is citing any broad-based objective examples.Time will tell. Personally, I'd get the version 3.0 as the upgrades are worth it, but you should read the threads here on burning ESCs and see where it all fits on your risk-tolerance curve