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hoefla-
For me personally 2;
Short answer - The ability to shot 35mm and the viewfinder magnification.
Long answer - First the magnification on an M3 0.95 + glasses which I wear was not the best, I couldn't see the whole 50mm frame lines and I don't usually shot too much 50mm, this bring me to point 2, which the M2 has frame lines for 35/50/90 and the M3 not. So you need (goggles) to shot anything wider than 50mm on an M3. The M2 also has the standard 0.72 magnification so even thought I can't see the full frame lines on 35mm it's much easier to my eyes and glasses. And in comparison the M2 feels lighter which is a plus as Leicas are tanks.
YeahNerdz
So Leica rabbit hole, soon after getting the M3 ( ran 2 rolls only ) I found a decently price M2 so part exchange the M3, sold the Contax TVS and got myself an M2 + Voigtlander 35mm 2.5 Color Skopar. Very happy so far with the test roll some shots below from the coast.