Before I got the 165mm f4 LS I was really eyeing a 165mm f2.8 and had my heart set on that. I, too, was thinking shallow DOF vs. the f4 LS version. But, as strange things happen, a "like new' 165mm f4LS lens fell into my lap. I had to do a slight repair, but it now looks and works perfect. I'll admit that my intent was to fix and sell it then use the funds for a 165mm f2.8. Then I tried the lens out and found it to be a real nice lens. I sot a few portrait at fairly close range wide open. To my surprise the DOF was just fine at f4. I could keep my subject in focus and throw foreground and background out just fine. Plus, I had the added benefit of synced fill flash out side at any shutter speed. That's why I love my 165mm f4 LS. YMMV!