Downside is the relatively large size, its not a pocket camera.

Street price is a little over $300 these days.

The Canon G9 is 12mp but breaks your budget at mid-$400s.

Any SLR above 6mp will break your budget if you want to add anything beyond the kit lens.

There are no DSLR’s that will cost you under $470 with a lens. You may find one used that fits into your budget.

P&S cameras are for the most part are all completely automatic with very few manual features, so the controls found on adjustable cameras are missing.

DSLR’s on the other hand are based upon 35 MM SLR’s and have many controls that can be used by an experience photographer to produce excellent images. Photographers control all aspects of producing images.