I am biased but the N801's are worth it at about twice the price of the Matrix 801. I have listened to the Matrix 801 S3 and my N801's are much more natural and smoother sounding (at least in my system).
The 802 has a smaller woofer area and works better in smaller rooms than the N801.
The 802 has a smaller woofer area and works better in smaller rooms than the N801.