Ver. 3.5 has many improvements over 3.0, with a few of texture themes being completely new. All of the textures in UT99 are now HD, including bonus pack 1-4 textures. The UT 2nd CD S3TC textures are not needed when using this pack.
- Over 50 new .UTX packages added for UT99
- All the UT specific textures are now in HD
- UT players skins are now HD
- Textures from the Unreal 1 set have been upgraded as well