LM-3S has double the storage memory of the LM-2S. As Tim said, it is much easier to install a keep-alive with an LM-3S because you don't need to use a bridge rectifier. On that note, if you are installing a keep-alive I would highly recommend using Ring's PBM-2. Yes it big but in my own experience it performs far better than normal DCC keep alives. Far more stable.