The difference between Winamp 2.xx and Winamp 3 is like the difference between Windows Media Player 6.4 and 7 onwards. Winamp 3 has ditched backwards support for Winamp 2 plugins and got rid of many of its features such as the ability to fingure DSP plugins, Input & Output settings, etc. E.g. if you install multiple DSP's in Winamp 3, the only way to turn one off is to uninstall it. In Winamp 2, it was very easy to choose from DSP's to use. Unfortunately, it looks like Nullsoft took Microsoft's approach to building Winamp 3, just like Microsoft building Media Player 7, 8 & 9. Finally, like the previous Windows Media Player 6.4, Winamp 2 has way faster performance than Winamp 3. On my AMD 2100+, Winamp 2.0 idles at 0% CPU while playing MP3 & OGG tracks, but Winamp 3.0 uses 5% - 10%. Try this on a PII 400 or lower and Winamp 3 hogs most of the CPU, unlike Winamp 2 which can run on an old Pentium 90 smoothly.