I would jump at the chance to have my TiVoHDs replaced with the S3. The S3 is better, especially with the audio. My S3 boxes audio come right up in a split second with channel changes, but my TiVoHD boxes take one to two seconds for the audio to come up. My only complaint with the S3 boxes are the cable card slot locations. The back is not a good place for the cablecard slot in a SetTopBox.