Nice E91! I've put 46K miles on my 2011 328i ZSP 6MT since I picked it up July 2010. SMB with tan leather. I kept the options light: Just the "value package" (free leather), ZSP (best $2K you could spend on a RWD E91!), heated seats, and factory alarm.
If I had to replace the car, not sure what I'd do. I don't think that the F31 is going hold a candle.