In my opionion it competes with the S3. Yes you have 8gb instead of 16gb internal, which may be a breaking factor for some people. Other then that can you think of other things that are non subjective handicaps? Keep in mind if alls you need is 16 or 32gb the Atrix HD at 99.99 and a 32gb for 40bucks is still lower then the 199.99 S3. Both seem to be solid phones.