well the $500 one is an 80 hour Tivo (mine's 40, and I've yet to fill it up... even being on vacation for 2 weeks with many programs scheduled to record) and the 500$ one has a dvd recorder in it too... not worth it in my eyes... I'll stick with the my 200$ TiVo and 12-13$ a month bill... instead of a massive one time payment.