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I've had a Kindle since the second generation. I've decided to either sell it or give it as a gift to someone because the Paperwhite looks to offer a great upgrade at a good price (I'm paying the $20 not to have to look at advertising, too). I've bolded the features that mean the most to me:

• Patented built-in light evenly illuminates the screen to provide the perfect reading experience in all lighting conditions
• Paperwhite has 62% more pixels for unsurpassed resolution
• 25% better contrast for sharp, dark text
• Even in bright sunlight, Paperwhite delivers clear, crisp text and images with no glare
• New hand-tuned fonts - 6 font styles, 8 adjustable sizes
• 8-week battery life, even with the light on
• Holds up to 1,100 books - take your library wherever you go
• Built-in Wi-Fi lets you download books in under 60 seconds
• New Time to Read feature uses your reading speed to let you know when you'll finish your chapter
• Massive book selection. Lowest prices. Over a million titles less than $9.99
• 180,000 Kindle-exclusive titles that you won't find anywhere else, including books by best-selling authors such as Kurt Vonnegut
• Supports children's books and includes new parental controls
• Kindle Owners' Lending Library - with Amazon Prime, Kindle owners can choose from more than 180,000 books to borrow for free with no due dates, including over 100 current and former New York Times best sellers and all 7 Harry Potter books

Not included are the smaller size (which will be nice - when you get into a book and don't move for half an hour the Kindle 2 and a cover can become tiring). I'm not opting for the 3G version because… I don't really see much use for it. I can load up on books when I'm at home, sync pages when I read, and when I'm out, I can just read.

I read a lot. Not as much as I'd like, but perhaps with the frontlight I can read in bed at night as a way of trying to fall asleep. And a smaller Kindle is a more portable Kindle, so that should help as well.

P.S. Adam Jacob Muller - great comment.

P.P.S. I picked up an orange - or "persimmon" - cover this time around.

P.P.P.S. Gruber's review.