I've owned both radios and personally would prefer the '940. $1000 is too much for either one, though. Many folks don't realize how much their used radios have depreciated recently because the newer radios are much less expensive. Hard to justify a kilobuck for a 15 yr old radio when a new DC to daylite rig with DSP is just about the same money. I just sold a nice '940 for $650. I think a 765 ought to be in about the same category. The 765 receiver will stand up a bit better than the Kenwood's in the presence of strong signals, like in a multi-multi or Field Day operation. But I prefer Kenwood's ergonomics and audio (both on TX and RX) to the ICOM. ICOM's audio has always sounded hissy and fatiguing to me, but that's a very personal thing. Kenwood's TX relay is noisy on CW if you like to operate QSK. And the '940 has no built in keyer. I have always liked Kenwood's method of transmit frequency setting when operating split. It makes it nearly impossible to transmit on your receive frequency. The '940 hears very well when aligned properly, something that any 15 yr old radio may be due for. The thing I disliked most about the 765 is that it was about as much fun to operate as a toaster or microwave oven. Again that is a very subjective thing, but to me it had all the personality of a kitchen appliance. That was also true of its predecessor, the 761 (owned one of those, too). If I wanted to upgrade a '940, I would rather spend around $700 on a clean TS-850S, assuming that you can live without an internal power supply. Basically you are looking at a lateral move. The radio that suits your taste best is the one that will make you happiest.