I am looking to upgrade the core of my bag from a 350D/EF-S 17-85/EF 70-300 to either a 5D (when the upgrade comes out)/EF 24-70/EF 100-400 or a 40D/EF-S 17- 55 (2.8)/EF 70-200 (2.8 IS). I have been weighing the pros and cons of each for me and would appreciate some outsider opinions at this point. I am not a pro, so all of this is self funded with no return on investment other than the joy of shooting, processing and displaying my favorites. I tend to shoot roughly 20% family shots that I could shoot with a P&S, 45% kids sports (kids are 6, 5 and 1 and sports are mainly soccer and skiing), 15% landscape/architecture, 10% portraits (location, not studio), 5% birds and 5% macro (I have an EF-S 60 that I would keep with the 40D and would stop shooting macros for the foreseeable future with the 5D). I?d like to spend more time on landscape/architecture, wildlife and even some air shows, but being a father of 3 young kids, it?s often difficult to find time to shoot other than the family, which certainly enters into the equation. My goals in upgrading are to improve overall IQ, faster AF to follow the sports, more accurate focus, increased subject isolation and improved low light (i.e. high ISO) handling. I?m pretty good at anticipating action and find my hit rate reasonably good on my current set-up, so the increased FPS on the 40D in and of itself is nice, but not critical. I?m more interested in AF that?s fast enough to react to the stop and go action of soccer. I am highly frustrated with the ISO handling on my 350D. I find that I often shoot at 400 or 800 to keep the shutter speed up. The 400?s okay, but the 800?s practically unusable. Since much of my ?sports? photography is of young kids and you never know where that action shot is going to be, I favor zoom teles so I can cover the field. Basically, I spend the games zooming up and down the field with the action and anticipate as best I can. For this reason, and simply the versatility of zooms, I don?t see myself having primes in my core collection (which I consider a walk around wide to short tele and a longer tele). On my current set-up, I find I shoot 70-80% of my tele shots at 160-200, so while the 70-200 would be a nice upgrade on the 40D, I fear it would be too short on a FF, prompting me to look at the 100-400. I?ve been staring at the numbers too long and interpolating too many other posts/reviews, and I keep going back and forth on this issue. I would appreciate your candid thoughts on this. Thanks.