The big changes were increased resolution (but no real upgrade in overall IQ) and better AF. I almost went for a K5II over my K3 but the improved AF (coming from a K200D) was too tempting and so was focus-peaking in live-view, something that in the end I've rarely used because it isn't very accurate at all. I probably would have been quite happy with a K5iI in the end and would have saved my self a few hundred pounds, though the AF (and focus confirmation when focusing manually) are very accurate indeed.
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