the "clock" in the model-3 isn't that great, but the "3" has more features than any other model- namely, an external power supply, and a stereo/mono switch in case you need to clean up the reception and don't have a sophisticated antenna. the model-2 can only be run in stereo which is dumb since anyone who knows about radios can tell you that you need a (very) strong signal for stereo broadcasts. i am a bit of a tivoli-nutcase and have the model-2, the stereo-"system" with cd/sub built in (not recommended without a very good antenna-another BIG problem and a $600 price tag to boot), and my "reference-tivoli" #3 set-up on either side of my bed with TWO subs, the stereo speaker, and the separate cd-player. honest-injun, the sound when lying in my bed at nite is almost beyond reproach. not only am i totally relaxed on my sealy-mattress, but jazz, electronica, classical, prog-rock, latin jazz, etc. is so good i simply ignore what i paid for all of those separate boxes (i got the sub's pretty reasonably though). even using the standard antenna stretched to reach the lower window-frame nearby, i can get a ton of stations, and several (the best ones music-wise) are commercial-free. small jazz ensembles are incredibly reproduced- i am not able to say how they do this without more watts, and separate drivers and crossovers- but the equalizer-circuit produces a perfectly balanced sound and surprisingly-decent reproduction of string-bass, even without the subs- although i highly recommend them, as they will greatly add to the overall weight and clarity of the low-end. anyway, if you are lazy like i am this set-up is to die for, and if you don't agree with me, i will buy it from you and give it to my brother, who agrees with me this is one of the nicest small systems he has ever heard.