I really wanted to get a Tri-Elmar and borrowed both versions at one time or another. Version 2 was definitely nicer to me (filter size down to 49mm from 55mm, frameline actuator worked precisely with all bodies I tried, unlike the 1st version, there's a complicated but usable d.o.f. scale for all 3 focal lengths, and a finger tab for the focus). What I disliked intensely about both lenses was the amount of intrusion into the viewfinder at 35mm as well as 28mm. The kind of shots I do, I don't like having to play blind man's bluff with a big chunk of the frame. My suggestion re the Tri-Elmar is try before you buy. The one thing I didn't find very problematic, which some people harp on, is the f/4 maximum aperture.