Personally, I prefer the VXIII to the VXII by a good bit (power ring, optics, aesthetics, options, 2.5-8X36 laugh , etc.). If anything they replace the VXIII with moves up more than ~10% in price, I will be using alot more Conquests, etc., down the road. I have a couple of Conquest 3-9's, and I think they are slightly better optically but aesthetics and weight advantages go to the VXIII 3.5-10 (I have a couple of these as well) IMHO. If the prices start to spread even further though, I will be leaning hard in other directions as $500 is kinda my breakpoint - too many good scopes below that point to get very excited about anything above that point.