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HD5 has 10 hours more battery life in it supposedly, plus a replaceable battery. That's about the biggest difference. If you're likely to upgrade about the time that the battery goes dead on the HD3 (several years one would hope) then that is the way to go, because as soon as the battery goes on the HD3 then you'll be looking at well over £50 to get it replaced by a Sony repair centre. If you're wanting to stick with the one player for as long as possible then the HD5 is probably worth the extra £50 for peace of mind as you can get the spare batteries for reasonable prices at high street electronic stores, or so they'd have you believe.
Looks and the follow-turn feature on the HD5 are unimportant in my opinion. The rest of the player is pretty near the same.
Since I reckon I'd probably upgrade in the next few years anyhow I'd go for the HD3 personally, but it's all down to you and your wallet.
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