On my 5500, glide looks MUCH better than 16-bit direct3d. In fact, it looks just as good as 32-bit Direct3D. It's biggest advantages over the V3 are in features, not speed. It has 32-bit which V3 doesn't have, FXTC, DXCT, 2x FSAA, AGP4x, and so forth. And it is a little faster....not a whole lot though.