I am not intimately familiar with all the ins and outs of the system, so I can't give you a comprehensive breakdown, but I can give you the following observations: - 3rd edition seems much more "complete" than the previous. They've filled in a bunch of "holes" that existed in the past. I'm sure you recall that every D&D gaming circle had a laundry list of custom house rules to account for issues that were unaddressed in the book(s). Well, WotC noticed that and made fleshed out the official rules better to fill in those holes. (Example: they have a chart that shows how long it takes to don armor, both normally and "hastily".) - The rules have been standardized. There is now one (count 'em, one) chart showing experience points required per level; they don't have one per character class anymore. - The rules have been simplified. Armor class is no longer a negative number, but a positive number with higher values representing better armor. This had the effect of eliminating the table that you always had to consult in combat and replaced it with a simple greater-than test. Anytime you can eliminate a table, I say that's a win. - The rules are better organized. All of the various special powers for the various classes have been formalized as "Feats" and they have their own section in the book. Each character starts with 2, human characters get an extra feat (they start with 3), and you get a new feat every third level. Some classes start with "class" feats. (All Rangers start with "Tracking", for example.) There is a large table that lists the feats, including prerequisites. Example: the "Power Blow" Feat requires a ST of 13, the "Cleave" Feat, requires "Power Blow", and the "Great Cleave" Feat requires "Cleave". It's nice. - Most importantly, they've preserved that old-time rock-n-roll feeling that the original D&D had. Combat still goes lightening fast (something I always appreciated, especially after playing Shadowrun), characters still advance via levels, the classic alignments are still there, and charmingly-named skills like "Use Rope" are still around. That's about it for now. Suffice to say that I like it. Strangely, the one thing I miss is the crappy artwork in the 1st and 2nd editions. The third edition has this stunning, full-color, glossy WotC-ish stuff that looks like it all came from Magic cards. Oh well, you can't have everything, I guess.