Go for the X. I personally can't imagine not having an ISO value of 100. The pixels thing isn't a big deal unless you are into making really big prints. Guess not knowing what you are going to be taking pics of, it's hard to tell if the frames per sec would be important to you....but if you do sports, pets, kids, fast moving, I would say it would be worth it also. (I have the D-80). Assume you've been to these sites, but if not, you might want to read what other D-40 people are discussing. HAVE FUN!

http://forums.dpreview.com/forums/forum.asp?forum=1034

http://www.nikonians.org/cgi-bin/dcf...conf=DCConfID3

http://www.nikonians.org/cgi-bin/dcf...1&viewmode=all