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I had someone from work who had a background in D&D 2nd Edition ask how 3rd edition worked and what the major differences were. I provided the following to him, but it was entirely based on memory since I no longer have any 2e books so I figured I'd share it here to check my accuracy. Please let me know if I was wrong on any of these points or if changes should be made.
As for basic changes between 2nd edition and the d20/3.x paradigm, let me see if I can hash out the main points:
THAC0 - It's gone, but fortunately the mechanics actually work exactly the same as they did in 2e, only reversed. And I think it makes much more sense that way. Unmodified AC starts at 10 as before, but any bonuses apply positively instead of negative. So a suit of armor might give a bonus of +5, raising the total AC to 15. Then for an opponent to hit that AC, he simply rolls a d20, adds whatever attack modifiers apply, and if it's 15 or higher it hits. Almost all game mechanics try to use this basic function of setting a DC and rolling the d20+modifiers to beat it.
Races and Classes - Pretty much the same races and classes exist from 2e, but gone are racial restrictions on classes. Want to play a halfling Paladin? Go for it. Classes all level up at the same rate now and cap at 20 unless playing with epic rules. All races can also multi-class simply by choosing a new class at level up. Some classes have alignment restrictions however so not all class combinations are possible.
Attributes - Attribute bonues are simplified. A 10 is average with no bonus, and every 2 in either direction gives a +/- 1 to related checks. Ex. a STR 18 is a +4 bonus, INT 15 is a +2 bonus.
Saving Throws - all resistances have been rolled into 3 saves: Fortitude, Reflex, and Will. These are modified by CON, DEX, and WIS, respectively, and increase at different speeds depending on class.
Skills and Feats - Most game actions, in or out of combat, have been moved to either Feats or Skills. If it's something you either can do or you can't, it's likely a Feat, such as Brew Potion or Heavy Armor Proficiency. 3.x gave feats out every 3rd level, in Pathfinder you get one every other. If it's something you can get better at over time, it's likely a skill, for example moving stealthily, spotting hidden enemies, or having a vast knowledge about a certain subject. Skills are upgraded using points allocated at each level, and some classes get more skill points or are better at certain skills than others.
Game map - Many feats and combat abilites are tied heavily to specific locations on a square 1x1 grid, so playing with a map and miniatures is much more important. As a wargamer, this is probably a bonus for you.
Initiative - Weapons speeds are gone. While I miss the flavor that added, it makes keeping track of combat order much easier. At the start of combat everyone rolls initiative, and then every player gets a single turn in order until the end of the round. At the next round they go through the same order again.

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You've got just about everything pretty clear. Saving Throws have also been simplified and follow the same d20 + modifiers core mechanic. The only other thing I can think of that warrants mentioning is that Barbarians, Monks, and Half-Orcs are back after their departure during the switch to 2nd Edition and there is a new magic using class called a Sorcerer.
if the game seems muddied a bit compared to AD&D it is. The inclusion of Skills and Feats adds more complexity and nuance to the characters but nothing dramatic. It's the tactical rules that really muddy up the game. I remove the tactical rules entirely and it plays a lot more like AD&D only with an intuitive core mechanic, which was sorely lacking in the game before 3rd Edition.

hogarth |

Almost all game mechanics try to use this basic function of setting a DC and rolling the d20 + modifiers to beat it.
Just to emphasize this: You always want to roll high on d20 rolls in 3E, unlike 2E where sometimes you want to roll over a target number (e.g. weapon attacks) and sometimes you want to roll under a target number (e.g. saves, ability checks).
One of the old-school guys in our campaign still has problems with this on occasion. E.g.:

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Wizards of the Coast put out a 2nd to 3rd edition conversion guide. It's still available HERE (just scroll all the way down to the bottom of the page; it's under "Classic Downloads")
Granted, it was written for 3.0, but I think it's still rather useful for your needs...

Aaron Bitman |

To me, one of the most important differences is balance. No longer do we have this nonsense about "A wizard is next to useless at first level, and powerful enough to make all other PCs useless at 20th." As long as your build is reasonable, your nth-level character should be as good as any other nth-level character.
That, combined with the unified experience progression charts, is one of the biggest reasons why I got hooked on 3.X, and was never able to go back to playing AD&D again, despite my heavy use of AD&D material.

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The real major difference, the shift to 3rd edition marked a major focus in how WOTC produced product. Instead of making most of it's materials for GM's in the form of modules, setting and occasional rules addons, WOTC instead turned to a player-focused form of output, in the form of new class options on a monthly basis as they realised that there were far more players than GM's. Thus came the rise of the Splatbook Era, and the Build to 20 mentality among players. This pretty much what Gygax disliked intensely about 3rd edition in that it pretty much removed the focus on GMs, the game world, and dungeons, and transferred it to players and character optimisation strategies.
Paizo has reversed some of this trend, with regular production of modules, but it's output is still primarily player focused.

Sebastrd |

To me, one of the most important differences is balance. No longer do we have this nonsense about "A wizard is next to useless at first level, and powerful enough to make all other PCs useless at 20th." As long as your build is reasonable, your nth-level character should be as good as any other nth-level character.
If you're referring to 3.X here, that statement is demonstrably untrue. Casting classes, especially the wizard, druid, and cleric are head and shoulders above melee classes at 20th level.

Sebastrd |
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Thus came the rise of the Splatbook Era, and the Build to 20 mentality among players. This pretty much what Gygax disliked intensely about 3rd edition in that it pretty much removed the focus on GMs, the game world, and dungeons, and transferred it to players and character optimisation strategies.
It's somewhat of a two-edged sword. Planning and building characters from 1-20 is a lot of fun, and it's why DDO has held my interest for so long. On the other hand, it puts too much focus on the character sheet - on rules and numbers and system mastery - when the focus should be on the game-world and character development.
It's difficult to put it into words exactly. When we reminisced about characters before 3E, we identified them by their exploits in the game world; the dwarf fighter that did X or they elf wizard that did Y. With 3e, everyone describes characters mechanically or by build; the dwarf fighter trip master with a spiked chain or the barbarian with monkey grip dual-wielding giant swords. Before 3E we didn't have "builds", we had "characters".

hogarth |

The real major difference, the shift to 3rd edition marked a major focus in how WOTC produced product. Instead of making most of it's materials for GM's in the form of modules, setting and occasional rules addons, WOTC instead turned to a player-focused form of output, in the form of new class options on a monthly basis as they realised that there were far more players than GM's. Thus came the rise of the Splatbook Era, and the Build to 20 mentality among players.
The Splatbook Era clearly predates 3E. For instance, the number of 2E splatbooks makes my head spin!

R_Chance |

It's somewhat of a two-edged sword. Planning and building characters from 1-20 is a lot of fun, and it's why DDO has held my interest for so long. On the other hand, it puts too much focus on the character sheet - on rules and numbers and system mastery - when the focus should be on the game-world and character development.It's difficult to put it into words exactly. When we reminisced about characters before 3E, we identified them by their exploits in the game world; the dwarf fighter that did X or they elf wizard that did Y. With 3e, everyone describes characters mechanically or by build; the dwarf fighter trip master with a spiked chain or the barbarian with monkey grip dual-wielding giant swords. Before 3E we didn't have "builds", we had "characters".
I don't think I've ever seen it put better. That is the big difference for me between 2E (and earlier editions) and 3E+.

Aaron Bitman |

Aaron Bitman wrote:To me, one of the most important differences is balance. No longer do we have this nonsense about "A wizard is next to useless at first level, and powerful enough to make all other PCs useless at 20th." As long as your build is reasonable, your nth-level character should be as good as any other nth-level character.If you're referring to 3.X here, that statement is demonstrably untrue. Casting classes, especially the wizard, druid, and cleric are head and shoulders above melee classes at 20th level.
Okay, I'll confess to my ignorance. Ever since I sold my D&D Companion Set, back in the late 1980s, I've never advanced a PC beyond 15th level, nor written a stat block for an NPC with more than 15 class levels.
And yeah, I heard that balance falls apart at higher levels. I don't have the Epic Level Handbook, but I heard that it contained some mathematical explanation of why balance at high levels is impossible.
But I still stand by my basic point. 3.X at least TRIES for balance, and achieves it to a reasonable extent, in my view. When you play a 1st-level Magic User in BECMI, twiddling your thumbs while everyone else does the fighting, you can see the need for some revision in that area.