Pro-220 MHz band-Display sync-Memory scan add/remove-Editable memory slots-VFO scan range-Included antennas MUCH better than most rubber ducksCon-Box has two antennas ( 144/440 and 220 ) instead of one tri-band antenna-Transmit limited to 5W, not 8W-Subtle clicking noise on receive-No AM broadcast receive-Dislay Sync disables dual frequency watchOverallI don't think I can add anything that hasn't been already said about the Baofeng 5R family. If you're a newly licensed amateur, a 5R is an inexpensive first-step to see if you want to get more serious about the hobby. If you don't, you at least have something for use in emergencies. If you want to go for a killer handheld or base station, you haven't sunk a lot of money into the 5R to prevent you from upgrading ( and it's a fantastic little backup unit ).While the big feature of the 5X3 is the inclusion of the 1.25m / 220 MHz band for North American use, hiding under the surface are a lot of other creature comfort and ease-of-use features the 5R and BF-F8HP don't have. Chief among these is Display Sync, which locks the A and B lines of the display together, useful for seeing both the frequency and the memory name at the same time. Note that assigning names to memory slots requires a programming cable, an additional purchase I highly recommend, especially getting a certified one, not a cheap knock-off cable that requires special drivers and workarounds. Also, using Display Sync also disables the dual watch feature of monitoring two frequencies at the same time.Speaking of memory slots, the 5X3 also lets you edit the CTCSS/DCS codes and offsets of memory slots from the keypad without needing to first delete the memory and recreate the whole thing. You can also add and remove memories from the scan list, though sadly there is no keypad shortcut and you have to go in through the menu for each channel. Scanning on the VFO side also supports frequency ranges, so instead of scanning all of 144 - 148 MHz, you can tell it to only bother with 146 - 147, or other subsets ( it has to be a full integer MHz, so you can't scan just 146.5 - 147.75, etc ).The included antennas are much better than the standard ducks. I had simplex roundtables ( about 2 miles radius for all parties ) and easily hit repeaters 40 miles away. Sound quality reports came back good. Still, a good aftermarket antenna will do better. My Smiley 27000 telescoping tri-band lets me hit a popular repeater 35 miles away on 1W xmit power and another repeater cluster 55 miles away on high xmit power, 144, 220, and 440 MHz bands.This brings up two big downsides. Instead of including one tri-band antenna, you get a 144/440 antenna and one 220 antenna. Switching them out and keeping track of both can be a hassle. Also, xmit power is capped at 5W, not 8W like the 82HP andF8HP. Right about now is the time someone chimes in saying the antenna on a handheld makes a much bigger difference than the extra 3W. Yes, that's true to a point. But that extra 3W combined with a good antenna can make a notable, if moderate, improvement on useful range, particularly if you have minor RF obstructions between you and your repeater of choice.Sound quality from the speaker and included headset are not great, but more than good enough for most users. My set has a faint repeating clicking noise in the background whenever receiving ( regardless of listening to repeaters or simplex, so I know it's the handset ) that's mildly annoying, but doesn't get in the way. Strangely it isn't present when listening to FM broadcast radio. Though speaking of broadcast, the 5X3 doesn't receive AM broadcast, a real shame.All told, I consider the 5X3 to be the better purchase than the F8HP. Yes, losing that extra 3W power stings a little, but gaining a whole new band as well as the selective scan list and display sync make up for it, and I don't even live in a heavy 1.25m traffic area. Those that live in places that do use the 220 MHz band will benefit from it even more.