the non-S BG808 uses the same MEC (Panasonic) tubes as the 8500 and also the same lenses, Delta HD8's. The difference is not so much pic quality but the fact that the 8500 is still in production so parts are very easy to find. The Ultra was basically upgraded Electronics. Some of the electronic upgrades actually started to be added in late 97, by mid 98 Marquee's had almost all the Ultra features except forthe newest EM focus board version. However Ultra badge wasn't offcially applied until late 98.