It would also be the price, and people who just don't want the 3D in general. I would love a 3DS for the wifi capabilities and new games. The 3D doesn't appeal to me too much, however now that I think about it, I would choose a 3DS over a 2DS. I like being able to carry my DS in my pocket (assuming the pocket iis big enough), and would hate not being able to do that.