Hi, Ill sight a couple of differences and Im sure other people will chime in with others. Probably most noticeably will be the hole shot. The P III is a bit more sluggish out of the whole than the P II. However, I feel this leads to the second difference between the two. The P III is a better rough water ride than the P II. I owned a 95 P II and a 99 P III and enjoyed both of them. Which ever you pick Im sure you will be happy with it as they are both the best 19 foot bass boats built. Hope this helps.john