the cheaper one is still a really nice bike. If you need a more upright position, have you considered a standard road bike? If you are not comfortable riding most of the race in the aero bars, riding a TT bike like that on the basebars is slow and uncomfortable.

You probably won't regret springing for the B14. You'll certainly be happier with the decision every time you walk by it in the garage (if you like the paint).

I have had a bike with the Ultegra (B14) and was very happy. Not sure what the Dura ace (B12) would really offer me. And i really dont know any thing about either set of wheels. Being a BOP I am more concerned about how to get the enigne going. But if the upgraded wheels on the B12 were a "steal" and would contribute to a better ride i would consider the exdtra $.

The bike is plenty fast even for the FOP bikers.

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I am a fop biker in smaller races and race on a b14 and am absolutely in love with it! It is NOT worth the money to the b12! I toyed with going with it and decided against it. Get the B14 make sure to upgrade the crank and get yourself a set of nice wheels. The B14 is essentially a DA frame with out the fork. It is a stupid fast bike! You will not regret it!

JasonW, did you happen to upgrade the cranks and wheels on your B14? If so, what did you get? I was thinking I might go with a Vision crank.

Get the bike with electronic shifting... For guys fighting through crowds,corners, etc the electronic shifting is outstanding!

I got a sram 900 carbon crank for $100 shipped on slowtwitch. Honestly just get any cheap carbon crank and you should be fine. I already had zipp 404's that I race on and put those on there. You said you are a bop biker so I would recommend instead of upgrading the wheels is to go get yourself a crank based power meter like a quarq. It was without a doubt the best investment I have made. I use my power meter every single ride and it has been the key to me becoming stronger on the bike. You should be able to find a used quarq for $5-700 on here or ebay as I payed $550 for mine on ebay.
If you really want race wheels look into used zipp 404 firecrest clinchers as I paid $1100 for mine and you should be able to find some for around a grand. They are the best bang for your buck plus they look super sexy.

Hope this helps,

Jason