Basically, heres what was wrong with 2nd:
1. The Units book was incomplete. There were alotta absent units that obviously needed to exist in order to make the game fair. For example, Mishima and Imperials didnt have a Rocket Launcher Specialists. However, they intended to address this issue with future supplements...
2. Unbalanced Supplements. Basically they took the two most popular (ie most unbalanced) armies, Bauhaus and Capitol, and made them even MORE unbalanced. Its kind of hard to explain if youve never played 2nd ed,but imagine this: before the game, your buddy walks over to your copy of UWZ and crosses out 2/3s of the units from your army. That was what it was like playing against Bauhaus or Capitol....or the Dark Legion.
3. Dark Legion. Dark Legion was and probably still is the most powerful f------ s---- youve ever seen put onto a 4x6 table. Theyd give you nightmares, i swear. They had spells that could annihilate entire squads. And the Razide? F---!
4. The Razide. The Razide gets his own section because he was a 89pt 4 wounded thrilling machine with 15 armor and a x4 attack modifier. This guy made Vulkans his b- ... feminine servant. This guy was so strong there was an unwritten rule: Only 1 Razide per Army. I forget what he looks like in 3rd ed, but they could have made him twice as expensive and he would still be awesome.
5. Close Combat. Basically close combat was like this weird thing that would only happen when you got bored and said "hey, why not." Unless you were a god-like individual like Crenshaw the Mortificator or Toshiro, there was no reason to get into close combat. They got to attack you back! FOR FREE!!! It was so retarded. Your elite Mishima ninjas would enhance charge Bauhaus grunts and DIE in close combat...well atleast mine usually did.
So, be very very thankful for 3rd ed. its easily x10 better than 2nd. Army wise, rules wise, its great....except Cybertronic are super imba, but thats another thread all together.