Verified answer

The 32 and 64gb 3G versions have faster processors and audio recording ability through the microphone which is built into the head phones.

Thats it :)

2nd ten has the software 2.2.1 and 3rd gen has the soft ware 3.2.2 and that's the best so far. 3rd gen has a cam and 2nd does not.

apps on 2ng gen work and apps on 3rd gen dont. I got a 3rd gen and not a single app will play. I hate it.