Ultravision exterior cosmetic (way better IMO) HDTV tuner USB input Roll/Click Remote (much better, if you're going to use it) Better color decoder 5 element lens system instead of 4 (seems a bit sharper in the corners)
Both sets are excellent televisions and good values IMO. You'd be happy with either I think. The integrated tuner is the "can't live without" feature and the major reason for the price difference if it applies to you.