The different system and image processor in the E-PL3 make it faster operating than the E-PL2, especially with autofocus paired to a MSC lens. The E-PL3 also has a tilting LCD screen, allowing you to compose images of more extreme angles with more freedom. If those two things don't mean a whole lot to you, maybe the money you could save with an E-PL2 would be more prudent choice. You could also get what is similar to the two of them, with the faster processor and AF of the E-PL3 with the E-PM1, though it does not have the same tactile control system that I think is a bit more efficiently tooled in the E-PL2, it does have the newer generation image processing and fast speed that the E-PL3 does. The other thing that puts the E-PL2 back a bit is that it processes only up to 8-bit raw. The E-PM1 and E-PL3 process up to 12-bit raw data, allowing for more tonal detail. This too may or may not be of any concern to you, being of only any real benefit when you specifically print images at 16-bit.
Also - the E-PM1 has a detachable stock flash, the E-PL2 and 3 have theirs built in.



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