I upgraded from the AirPods Pro 1st gen. I'd like to say that the 3rd gen is essentially a different earphone than the 1st gen.\n\nFirst, they go deeper into your ears. I feel it slightly uncomfortable for the first few days, but now it feels OK. I used to wear Medium tips for both ears on my AirPods Pro 1. But I had to switch to Small for my left ear, otherwise it hurts. Because the 3rd gen goes deeper into the ears, it seals better. The iPhone's seal test says it seals good with Small tips on the 3rd gen, while I had to use Medium tips for a good seal on the 1st gen. That being said, Medium tips do provide better noise cancellation than Small tips. For my case (Small for the left ear and Medium for the right), the noise cancellation can feel slightly unbalanced.\n\nThe 3rd gen has a few more features than the 1st gen. I like the Adaptive listening mode. It works well to automatically blend the Transparent and Noise Cancellation modes. You wear it and you forget it. When there's noise, it automatically cancels it. At other times, you can hear your surroundings just fine. Note that the Adaptive mode only reduces the noise to a much lower level so you can hear what's playing in the earphones clearly. It doesn't reduce the noise to a quiet level like the Noice Cancellation mode does. I assume that is by design. \n\nThere is a significant sound quality change from that of the 1st gen, and I'm not sure if it is an improvement. The 1st gen has a perfectly neutral tuning, while the 3rd gen apparently boosts the bass and maybe also the high frequencies. I personally prefer the neutral tendency, and I feel the bass on the 3rd gen is too much. But that's just me. It may serve your taste just fine.\n\nI don't use the heart rate sensing feature. I did try the hearing test, though. I haven't taken a hearing test at a doctor's so I have no reference. But the AirPods Pro test seems to work well. I tried the translation feature. It's barely OK, but I guess it depends on the AI on the iPhone not the AirPods.