Hi Eldritch,
I've been playing Original D&D, AD&D 1st & 2nd edition, and Skill & Powers for 20 years. Third Edition is better. There, I've said it. It took a long time for me to admit that, but it's true. And it's also true that it's not all that different once you get used to it. And 3.5 is pretty much only minor tweaks to 3.0. By the way, you don't have to buy the books to try it out. One of the best parts of 3.x is that it's "open gaming." The System Reference Document is all the rules without the fluff, and available free online in several places. There's a nicely formatted version that I like to use at
http://srd.pbemnexus.com Take a look at it, and see. I don't expect you to be won over immediately, but once you know a bit about the rules, think about these problems with 2e that are blissfully gone.
1) Level limits for demihumans, a lame attempt to make people play humans occaisionally that never worked because people just begged their DM's to lift the limits. (3e: no limits, races are balanced. humans actually have real benefits.)
2) no reason to play humans, since all the other demihumans had some benefit. (3e: humans are more skillful and flexible)
3) race/class limitations. Is it that hard to imagine a dwarven paladin? Why can't I play one if I come up with a good character concept? (3e: some races are better than others at certain classes, but any combo is allowed.)
4) Nonweapon proficiencies are one of the best additions in 2e, but they have no way to represent different levels of skill. Every dextrous person either has no idea how to tumble, or is absolutely great at tumbling. There's no in between, there's no way for a clumsy person to work hard and become a great tumbler. (3e: the skill system is great. You choose what to be good at, and how good to be. Natural ability helps, but training is taken into account.)
5) multiclassing sucks. If I cast a spell, I forget all the fighter training I've been working on? stupid. Humans, who live the shortest have to learn one thing at a time, but demihumans who live forever have to choose one combination (from an approved list of combinations) and stick with it? stupid. (3e: the multiclassing system is brilliant, and can be used to model any character concept you can come up with, in a relatively balanced way. (yes, you can get carried away, but it's up to the DM to reign that in.)
6) No ability increases except by magic. I can pump iron as long as I want, but I never get stronger? (3e: every 4 levels you get to raise a stat by a point)
7) No one cares about charisma. or wisdom unless they're a priest, or int unless they're a wizard. (3e: every stat matters, for nearly every character.)
8 ) Stats don't matter unless they are really high or really low. A Dex7 and Dex14 are equally good at aiming a bow? (3e: every 2 points of a stat has a real affect on many aspects of the game, and the system is unified so there's no wacky tables to look up on all the time.)
9) Monsters and PC's follow different rules. Is there really any difference between a gnome who wants to be a wizard and a goblin who wants to be a wizard? A vampire can slay 1000 foolish adventurers and never gain experience from it? (3e: nearly any sentient crature can gain class levels)
10) What happens when a goblin is bit by a wererat? Or when a red widow dies with unfinished business? I have to come up with a whole new monster? (3e: templates are simple, flexible, and effective, especially for things that can happen to a creature to change it's nature: ghost, vampire, lycanthropes, all templates and rightfully so)
These are just the first 10 off the top of my head. I could go on. And I loved 2e, and avoided 3e for at least a year before even looking at it.
Now, I run a 3e Ravenloft campaign, and I have no trouble at all converting stuff. I've run The Evil Eye, Feast of Goblyns, and entries from Children of the Night: Ghosts, Chilling Tales, and Children of the Night: The Created, all in 3e. As well as using stuff from Islands of Terror, Bleak House, Forged of Darkness, the Nightmare lands, Darklords, Carnival, the VRG's, Neither Man nor Beast, I10, Domains of Dread, etc.
(shameless plug: take a look if you want at
http://themistway.com)
So my 2e books are by no means worthless. Nearly every 2e monster has already been converted. NPC's are a breeze to whip up, especially with one of the many character creation spreadsheets available on the web.
In the end, though... the rules don't matter. They're just a way to simulate life. They need to resolve conflicts and challenges and then get out of my way. 3e, for all it's flaws, does that fine. 2e, for all it's flaws, did that fine as well. You don't have to switch if you don't want to, but to think that anyone who does is somehow losing the faith is silly. have fun, and remember it's only a game...