I saw someone post this just before the old forum went down.  It was a conincidence that I was just wondering this question.
I have a Leupold Tactical Vari-X III 3.5-10x 40mm on my Remington PSS- and it is outstanding.
I would like to place a Leupold of similar setup on my Colt Competition HBAR, without spending $500.  The Vari-X II, tactical version, is set up exactly the same but for almost $200 cheaper.
Why?
-R

The Vari-X III series of scopes have "multi-coated" lenses, which means that each lens has multiple layers of anti-reflective coating on BOTH SIDES of each lens.  This allows more light to pass through the lenses.  You get a scope that's brighter, has somewhat better resolution, and less image distortion.  They are OUTSTANDING, as you say.  The Vari-X II series only rates as EXCELLENT, IMHO.  Both are rugged, mechanically, and I feel the Vari-X II is a great value.  btw, when a scope is advertised as having "FULLY COATED" lenses, they are not coated on BOTH SIDES.  ("MULTI-COATED" lenses are.)

I would go with the Vari-X II, here's my reason.  I have a Vari-X II 2-7x, and a friend of mine has a Vari-X III 2.5-8x  and while they are both excellent scopes, there is no appreciable difference between the two at dawn and dusk.  We did this test in Colorado the year before last while hunting elk.  Yes, his [i]might[/i] be a tad brighter it is'nt IMHO $100 brighter.  Just my .02.

Vari-X II has 1 m.o.a. friction adjustments and single lens coating.

You have to look far and wide to find such a lack of technology on any other scope out there.  Cheap Chinese BSA scopes are all 1/4 m.o.a., click-type adjustments with multi-coated lenses.

If you just have to have Leupold, get nothing less than the Vari-X III if you want competitive features, even at twice the price.

the end result is the vari|| is not as clear and bright as the vari111. I have looked through quite a few vari ||`s and have only purchased the |||`s.
If you dont want to spend more, dont even pick up the |v`s, you`ll have trouble putting it down for someone else to own.
If your looking for a hunting scope give Nikon a try. They are going for a decent price, clear,bright,rugged, the only drawback I can see is the limited choice in reticles, their duplex is a very good hunting reticle.