I went back and forth with the same thing. I ordered a 2500 Limited with the Off Road package for a couple of reasons, one of which it appears the upgraded Bilstein shocks may actually improve the ride quality. Some say the air suspension on the 3500 makes for a better ride but no such claims on the 2500. With the other issues others have pointed out on the air suspension, and my trailer is only 8k pounds, I passed on the air suspension. Probably need to consider what you will be towing also. My opinion, hope this helps.