The design is a little sleeker, but for me the audio is about the same as model 1. I've always had a problem with the tendency for both models to distort and bottom out (rattle/rumble) at higher volumes. The distortion is no doubt caused by the somewhat cheesy, battery-powered amplifier necessitated by the noise-cancelling design. As a lifelong user of passive phones (e.g., Sennheiser), I'm not used to headphones distorting on me for any reason.

The new hard case that comes with model 2 should help with the wear and tear (the earcups on my model 1's came off), but it's more work now to fold up and put the phones to bed (used to just stuff the old 1's into the bag). Life's full of trade offs.