The Voodoo 3 is a great card that replaces both your 2d and 3d card. As far as graphics go, it is only a little better than the Voodoo 2. I did notice that the lighting effects are more realistic though. If you have a  Voodoo 2, then the upgrade may not be worth it unless you just want one  card for 2d and 3d. Over all though, I think this is one of the best  accelerators out there. The price is nice also.