The X-Box 360 Elite was a replacement for my roomate's original "360." The upgraded features are all worth mentioning, including full compatability with HDTV's, 120 gigabyte hard drive, resolved hardware issues, and a better interface for connectivity to the television set. Instead of messing with two separate sets of cords, one for the surround sound system, and one for the television set, the cables are all connected to one box in the back of the system which in turn is connected to a single port on the back of the system. Very convenient for those of you who are really anal about having too many cords hanging around behind your television set. The best part about this system is that it is updated to be fully HDMI compatable, which means a clearer picture, and better digital sound. When my roomate and myself played Halo 3 for the first time after getting this replacement unit, we were amazed at how much clearer the picture and sound was from even the first run of the X-Box 360. Words cannot even fully describe how amazing this upgraded system is. I could go on for days about everything that is good about this system, but I'll just say this: for those of you who have ever experienced the "red rings of death, " don't fret for this system....the developers at Microsoft kicked the crap out of the red rings. No more worries there.