<SUBMISSION>
<ACCESSION-NUMBER>0000950134-00-005913
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20000725
<EFFECTIVENESS-DATE>20000725
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>3DFX INTERACTIVE INC
<CIK>0001010026
<ASSIGNED-SIC>7372
<IRS-NUMBER>770390421
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0201
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-42156
<FILM-NUMBER>678068
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4089354400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
      As filed with the Securities and Exchange Commission on July 25, 2000
                                                   Registration No. 333-________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             3DFX INTERACTIVE, INC.
             (Exact name of registrant as specified in its charter)

         CALIFORNIA                                              77-0390421
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               4435 FORTRAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
               (Address of Principal Executive Offices) (Zip Code)

                            1995 EMPLOYEE STOCK PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full titles of the plan)

                                 DAVID ZACARIAS
           VICE PRESIDENT, ADMINISTRATION AND CHIEF FINANCIAL OFFICER
                             3DFX INTERACTIVE, INC.
                               4435 FORTRAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 935-4400
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             JOHN B. MCKNIGHT, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE

=============================================================================================================
                             MAXIMUM           PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF            AMOUNT TO BE      OFFERING PRICE PER  AGGREGATE OFFERING  AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED  REGISTERED        SHARE(1)            PRICE(1)            FEE(1)
---------------------------  ----------------  ------------------  ------------------  ----------------------
<S>                          <C>               <C>                 <C>                 <C>
Common Stock, no par value   3,350,000 shares        $6.89             $23,081,500            $6,093.52

=============================================================================================================
</TABLE>

(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on the average of the high and low prices
of a share of the Registrant's Common Stock as reported by The Nasdaq National
Market on July 24, 2000.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1: PLAN INFORMATION.

         The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.

ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act, and the introductory note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed with the
Securities and Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:

         (i) Registration Statement on Form S-8 (Registration Statement No.
333-95017) filed on January 20, 2000;

         (ii) Registration Statement on Form S-8 (Registration Statement No.
333-79037) filed on May 21, 1999;

         (iii) Registration Statement on Form S-8 (Registration Statement No.
333-58207) filed on June 20, 1998; and

         (iv) Registration Statement on Form S-8 (Registration Statement No.
333-39109) filed on October 30, 1997.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NUMBER      DESCRIPTION
--------------      -----------
<S>                 <C>
     4.1+           Employee Stock Plan, as amended, and forms of agreements thereunder.
     4.2+           1997 Employee Stock Purchase Plan, as amended, and forms of agreements thereunder.
     5.1+           Opinion of Locke Liddell & Sapp LLP.
    23.1+           Consent of Counsel (included in opinion filed as Exhibit 5.1).
    23.2+           Consent of Independent Accountants.
    24.1+           Power of Attorney (see signature page).

 </TABLE>

----------

+        Filed herewith.


<PAGE>   3

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement;

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the Registration
Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Act of 1934
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to applicable law, the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements or otherwise, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


<PAGE>   4



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 25th day of
July, 2000.


                                       3DFX INTERACTIVE, INC.

                                       By: /s/ Alex Leupp
                                           ---------------------------------
                                           Alex Leupp
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Alex Leupp and
David Zacarias, and each of them, as his attorney-in-fact, with full power of
substitution in each, for him in any and all capacities to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                    TITLE                                    DATE
---------                    -----                                    ----
<S>                          <C>                                      <C>
/s/ Alex Leupp               President and Chief Executive Officer    July 25, 2000
----------------------       (Principal Executive Officer)
Alex Leupp

/s/ David Zacarias           Vice President, Administration and       July 25, 2000
----------------------       Chief Financial Officer (Principal
David Zacarias               Financial and Accounting Officer)

/s/ Gordon A. Campbell       Chairman of the Board                    July 25, 2000
----------------------
Gordon A. Campbell

/s/ James L. Hopkins         Director                                 July 25, 2000
----------------------
James L. Hopkins

/s/ Scott D. Sellers         Executive Vice President, Chief          July 25, 2000
----------------------       Technical Officer and Director
Scott D. Sellers

/s/ James Whims              Director                                 July 25, 2000
----------------------
James Whims

/s/ Andrei M. Manoliu        Director                                 July 25, 2000
----------------------
Andrei M. Manoliu

/s/ George T. Haber          Director                                 July 25, 2000
----------------------
George T. Haber
</TABLE>


<PAGE>   5


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NUMBER     DESCRIPTION
--------------     -----------

<S>                <C>
        4.1+       1995 Employee Stock Plan, as amended, and forms of agreements thereunder.
        4.2+       1997 Employee Stock Purchase Plan, as amended, and forms of agreements thereunder.
        5.1+       Opinion of Locke Liddell & Sapp LLP.
       23.1+       Consent of Counsel (included in opinion filed as Exhibit 5.1).
       23.2+       Consent of Independent Accountants.
       24.1+       Power of Attorney (see signature page).
</TABLE>

----------

+        Filed herewith.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex4-1.txt
<DESCRIPTION>1995 EMPLOYEE STOCK PLAN, AS AMENDED
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.1

                             3DFX INTERACTIVE, INC.

                               EMPLOYEE STOCK PLAN
                    (AMENDED AND RESTATED AS OF MAY 1, 2000)

         1.       Purposes of the Plan.

         The purposes of this Stock Plan are to attract and retain the best
         available personnel for positions of substantial responsibility, to
         provide additional incentive to Employees and Consultants of the
         Company and its Subsidiaries and to promote the success of the
         Company's business. Options granted under the Plan may be Incentive
         Stock Options or Nonstatutory Stock Options, as determined by the
         Administrator at the time of grant of an option and subject to the
         applicable provisions of Section 422 of the Code, as amended, and the
         regulations promulgated thereunder. Stock Purchase Rights may also be
         granted under the Plan.

         2.       Definitions.

         As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

                  (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (e) "Committee" means the committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.

                  (f) "Common Stock" means the Common Stock of the Company.

                  (g) "Company" means 3dfx Interactive, Inc., a California
corporation.

                  (h) "Consultant" means any person, including an advisor, who
is engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services.

                  (i) "Continuous Status as an Employee" means the absence of
any interruption or termination of the employment relationship by the Company or
any Subsidiary. Continuous Status as an Employee shall not be considered
interrupted in the case of: (i) sick leave, military leave or any other leave of
absence approved by the Board, provided that such leave is for a period of not
more than ninety (90) days, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (ii) in the case of
transfers between locations of the Company or between the Company, its
Subsidiaries or its successor.

                  (j) "Director" means a member of the Board.


                                      -1-
<PAGE>   2

                  (k) "Employee" means any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (m) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                           (1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                           (2) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or

                           (3) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

                  (n) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

                  (o) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

                  (p) "Option" means a stock option granted pursuant to the
Plan.

                  (q) "Optioned Stock" means the Common Stock subject to an
Option.

                  (r) "Optionee" means an Employee or Consultant who receives an
Option.

                  (s) "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (t) "Plan" means this Employee Stock Plan, as amended from
time to time.

                  (u) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

                  (v) "Subsidiary" means a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan.

         Subject to the provisions of Section 11 of the Plan, the maximum
         aggregate number of shares which may be optioned and sold under the
         Plan is 8,875,000 shares of Common Stock. The shares may be authorized,
         but unissued, or reacquired Common Stock.

         If an Option expires or becomes unexercisable without having been
         exercised in full, or is surrendered pursuant to an Option repricing or
         Option exchange, the unpurchased Shares which were subject thereto
         shall become available for future grant or sale under the Plan (unless
         the Plan has terminated); provided, however, that Shares that have
         actually been issued under the Plan upon exercise of an Option shall
         not be returned to the Plan


                                      -2-
<PAGE>   3

         and shall not become available for future distribution under the Plan,
         except that if Shares of Restricted Stock are repurchased by the
         Company at their original purchase price, such Shares shall become
         available for future grant under the Plan.

         4. Administration of the Plan.

                  (a) Procedure.

                           (1) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of
Employees and Consultants.

                           (2) Section 162(m). To the extent that the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                           (3) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

                           (4) Other Administration. Other than as provided
above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.

                  (b) Powers of the Administrator.

                  Subject to the provisions of the Plan and in the case of a
                  Committee, the specific duties delegated by the Board to such
                  Committee, the Administrator shall have the authority, in its
                  discretion:

                           (1) to determine the Fair Market Value;

                           (2) to select the Employees and Consultants to whom
Options may be granted hereunder;

                           (3) to determine the number of shares of Common Stock
to be covered by each Option granted hereunder;

                           (4) to approve forms of agreement for use under the
Plan;

                           (5) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option of the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                           (6) to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;

                           (7) to institute an Option repricing or Option
exchange program;

                           (8) to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan;

                           (9) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;


                                      -3-
<PAGE>   4

                           (10) to modify or amend each Option (subject to
Section 15(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

                           (11) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

                           (12) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Option previously
granted by the Administrator; or

                           (13) to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

         5. Eligibility.

                  (a) Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if he or she is
otherwise eligible, be granted an additional Option or Options.

                  (b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.

                  (c) For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

                  (d) The Plan shall not confer upon any Optionee any right with
respect to continuation of the Optionee's employment or consulting relationship
with the Company, nor shall it interfere in any way with his right or the
Company's right to terminate the Optionee's employment or consulting
relationship at any time, with or without cause.

         6. Term of Plan.

         The Plan shall become effective upon the earlier to occur of its
         adoption by the Board of Directors or its approval by the shareholders
         of the Company as described in Section 18 of the Plan. It shall
         continue in effect for a term of ten (10) years unless sooner
         terminated under Section 14 of the Plan.

         7. Term of Option.

         The term of each Option shall be the term stated in the Option
         Agreement; provided, however, that in the case of an Incentive Stock
         Option, the term shall be no more than ten (10) years from the date of
         grant thereof or such shorter term as may be provided in the Option
         Agreement. However, in the case of an Option granted to an Optionee
         who, at the time the Option is granted, owns stock representing more
         than ten percent (10%) of the


                                      -4-
<PAGE>   5

         voting power of all classes of stock of the Company or any Parent or
         Subsidiary, the term of the Option shall be five (5) years from the
         date of grant thereof or such shorter term as may be provided in the
         Option Agreement.

         8. Option Exercise Price and Consideration.

                  (a) The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Board, but shall be subject to the following:

                           (1) In the case of an Incentive Stock Option


                                    (1) granted to an Employee who, at the time
of the grant of such Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

                                    (2) granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.

                           (2) In the case of a Nonstatutory Stock Option, the
per Share exercise price shall be determined by the Administrator. In the case
of a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (3) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.

                  (b) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (i) cash, (ii)
check, (iii) other Shares which (x) in the case of Shares acquired upon exercise
of an Option either have been owned by the Optionee for more than six months on
the date of surrender or were not acquired, directly or indirectly, from the
Company, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (iv) authorization from the Company to retain from the total number
of Shares as to which the Option is exercised that number of Shares having a
Fair Market Value on the date of exercise equal to the exercise price for the
total number of Shares as to which the Option is exercised, (v) delivery of a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price, (vi) any combination of the foregoing
methods of payment, (viii) or such other consideration and method of payment
for the issuance of Shares to the extent permitted under Applicable Laws.

         9. Exercise of Option.

                  (a) Procedure for Exercise: Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Administrator, including performance criteria
with respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
                  of such exercise has been given to the Company in accordance
                  with the terms of the Option by the person entitled to
                  exercise the Option and full payment for the Shares with
                  respect to which the Option is exercised has been received by
                  the Company. Full payment may, as authorized by the Board,
                  consist of any consideration and method of payment allowable
                  under Section 8(b) of the Plan. Until the issuance (as
                  evidenced by the appropriate entry on the books of the Company
                  or of a duly authorized transfer agent of the Company) of the
                  stock certificate evidencing such Shares, no right to vote or
                  receive dividends or any other rights as a shareholder shall
                  exist with respect to the Optioned Stock, notwithstanding the
                  exercise of the Option.


                                      -5-
<PAGE>   6

                  The Company shall issue (or cause to be issued) such stock
                  certificate promptly upon exercise of the Option. No
                  adjustment will be made for a dividend or other right for
                  which the record date is prior to the date the stock
                  certificate is issued, except as provided in Section 11 of the
                  Plan.

                  Exercise of an Option in any manner shall result in a decrease
                  in the number of Shares which thereafter may be available,
                  both for purposes of the Plan and for sale under the Option,
                  by the number of Shares as to which the Option is exercised.

                  (b) Termination of Employment. In the event of termination of
an Optionee's consulting relationship or Continuous Status as an Employee with
the Company (but not upon a change of status from an Employee to Consultant or
Consultant to Employee), such Optionee may, but only within the period stated in
the Option Agreement (which, in the case of an Incentive Stock Option, shall be
no more than ninety (90) days after the date of such termination and, in the
case of any Option, shall be no later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise the Option to the
extent that Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of such termination, or if Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate.

                  (c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Consulting
relationship or Continuous Status as an Employee as a result of his or her total
and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee
may, but only within twelve (12) months from the date of such termination (but
in no event later than the expiration date of the term of such Option as set
forth in the Option Agreement), exercise the Option to the extent otherwise
entitled to exercise it at the date of such termination. To the extent that
Optionee is not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled within the
time specified herein, the Option shall terminate.

                  (d) Death of Optionee. In the event of the death of an
Optionee, the Option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent the Optionee is entitled to exercise the
Option on the date of death. To the extent that Optionee is not entitled to
exercise the Option on the date of death, or if the Option is not exercised to
the extent so exercisable within the time specified herein, the Option shall
terminate.

         10. Non-Transferability of Options.

         Unless determined otherwise by the Administrator, an Option may not be
         sold, pledged, assigned, hypothecated, transferred, or disposed of in
         any manner other than by will or by the laws of descent or distribution
         and may be exercised, during the lifetime of the Optionee, only by the
         Optionee. If the Administrator makes an Option transferable, such
         Option shall contain such additional terms and conditions as the
         Administrator deems appropriate.

         11. Adjustments Upon Changes in Capitalization or Merge.

                  (a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into


                                      -6-
<PAGE>   7

shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

                  (c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.

         12. Time of Granting Options.

         The date of grant of an Option shall, for all purposes, be the date on
         which the Administrator makes the determination granting such Option,
         or such other date as is determined by the Board. Notice of the
         determination shall be given to each Employee or Consultant to whom an
         Option is so granted within a reasonable time after the date of such
         grant.

         13. Limitations.

                  (a) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or as a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

                  (b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's employment or
consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.


                                      -7-
<PAGE>   8

                  (c) The following limitations shall apply to grants of Options
to Employees:

                           (1) No Employee shall be granted, in any fiscal year
of the Company, Options to purchase more than 150,000 (post-split) Shares.

                           (2) In connection with his or her initial employment,
an Employee may be granted Options to purchase up to an additional 250,000
(post-split) Shares which shall not count against the limit set forth in
subsection (i) above.

                           (3) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.

                           (4) If an Option is cancelled in the same fiscal year
of the Company in which it was granted (other than in connection with a
transaction described in Section 11), the cancelled Option will be counted
against the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option.

         14. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

                  (c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.

         15. Conditions Upon Issuance of Shares.

         Shares shall not be issued pursuant to the exercise of an Option unless
         the exercise of such Option and the issuance and delivery of such
         Shares pursuant thereto shall comply with all Applicable Laws, and
         shall be further subject to the approval of counsel for the Company
         with respect to such compliance. As a condition to the exercise of an
         Option, the Company may require the person exercising such Option to
         represent and warrant at the time of any such exercise that the Shares
         are being purchased only for investment and without any present
         intention to sell or distribute such Shares if, in the opinion of
         counsel for the Company, such a representation is required.

         16. Reservation of Shares.

         The Company, during the term of this Plan, will at all time's reserve
         and keep available such number of Shares as shall be sufficient to
         satisfy the requirements of the Plan.

         17.

         The inability of the Company to obtain authority from any regulatory
         body having jurisdiction, which authority is deemed by the Company's
         counsel to be necessary to the lawful issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Shares as to which such requisite
         authority shall not have been obtained.


                                      -8-
<PAGE>   9

         18. Shareholder Approval.

         Continuance of the Plan shall be subject to approval by the
         shareholders of the Company within twelve (12) months before or after
         the date the Plan is adopted. Such shareholder approval shall be
         obtained in the degree and manner required under applicable state and
         federal law.


                                      -9-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>ex4-2.txt
<DESCRIPTION>1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.2
                             3DFX INTERACTIVE, INC.
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                           (Amended as of June, 2000)

The following constitute the provisions of the 1997 Employee Stock Purchase Plan
of 3Dfx Interactive, Inc.

         19. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         20. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d) "Company" shall mean 3Dfx Interactive, Inc. and any
Designated Subsidiary of the Company.

                  (e) "Compensation" shall mean all W-2 compensation of the
participant.

                  (f) "Designated Subsidiary" shall mean any Subsidiary which
has been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an Employee of
the Company for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

                  (h) "Enrollment Date" shall mean the first day of each
Offering Period.

                  (i) "Exercise Date" shall mean the last day of each Purchase
Period.

                  (j) "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows:

                           (1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day on the date of such determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable, or;

                           (2) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;


                                      -1-
<PAGE>   2

                           (3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board, or;

                           (4) For purposes of the Enrollment Date of the first
Offering Period under the Plan, the Fair Market Value shall be the initial price
to the public as set forth in the final prospectus included within the
registration statement in Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Company's Common Stock (the
"Registration Statement").

                  (k) "Offering Periods" shall mean the periods of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after June 1 and
December 1 of each year and terminating on the last Trading Day in the periods
ending twenty-four months later; provided, however, that the first Offering
Period under the Plan commencing after April 30, 1999 shall commence on the
first Trading Day on or after May 1, 1999 and ending on the last Trading Day on
or before May 31, 2001. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.

                  (l) "Plan" shall mean this Employee Stock Purchase Plan.

                  (m) "Purchase Price" shall mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

                  (n) "Purchase Period" shall mean the approximately six month
period commencing after one Exercise Date and ending with the next Exercise
Date, except that the first Purchase Period of any Offering Period shall
commence on the Enrollment Date and end with the next Exercise Date.

                  (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

                  (p) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                  (q) "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.

         21. Eligibility.

                  (a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

         22. Offering Periods. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and


                                      -2-
<PAGE>   3

ending on the last Trading Day on or before April 30, 1999. The Board shall have
the power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future offerings without shareholder approval if
such change is announced at least five (5) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter.

         23. Participation.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll office
prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

         24. Payroll Deductions.

                  (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding fifteen percent (15%) of
the Compensation which he or she receives on each pay day during the Offering
Period.

                  (b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase or decrease the rate
of his or her payroll deductions during the Offering Period by completing or
filing with the Company a new subscription agreement authorizing a change in
payroll deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to zero percent (0%) at any
time during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the beginning of the
first Purchase Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10 hereof.

                  (e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the participant's
Compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

         25. Grant of Option. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 7,500
shares of the Company's Common Stock (subject to any adjustment


                                      -3-
<PAGE>   4
pursuant to Section 19) on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12
hereof. Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 10 hereof. The option
shall expire on the last day of the Offering Period.

         26. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

         27. Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

         28. Withdrawal.

                  (a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period shall be automatically terminated, and no further payroll
deductions for the purchase of shares shall be made for such Offering Period. If
a participant withdraws from an Offering Period, payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.

         29. Termination of Employment. Upon a participant's ceasing to be an
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.

         30. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

         31. Stock.

                  (a) Subject to Section 19, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be One Million Six Hundred Thousand (1,600,000) shares, together with an
annual increase to the number of shares reserved thereunder to take effect on
the date of the Annual Meeting of Shareholders commencing with the 2001 Annual
Meeting of Shareholders and ending with the 2006 Annual Meeting of Shareholders,
equal to the lesser of (i) 600,000 shares or (ii) 1.5% of the outstanding shares
of the Company on such date. If, on a given Exercise Date, the number of shares
with respect to which options are to be exercised exceeds the


                                      -4-
<PAGE>   5

number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be equitable.

                  (b) The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

         32. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

         33. Designation of Beneficiary.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         34. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

         35. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         36. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         37. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale.

                  (a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the Reserves, the maximum number of shares
each participant may purchase each Purchase Period (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of


                                      -5-
<PAGE>   6

consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

                  (c) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any
Purchase Periods then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date") and any Offering Periods then in progress shall
end on the New Exercise Date. The New Exercise Date shall be before the date of
the Company's proposed sale or merger. The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.

         38. Amendment or Termination.

                  (a) The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan. Except as provided in Section 19
hereof, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. Except as provided in Section 19
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision or any
other applicable law, regulation or stock exchange rule), the Company shall
obtain shareholder approval in such a manner and to such a degree as required.

                  (b) Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

         39. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         40. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable


                                      -6-
<PAGE>   7

provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

                  As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         41. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

         42. Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.


                                      -7-
<PAGE>   8

                                    EXHIBIT A

                             3DFX INTERACTIVE, INC.
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

      Original Application                         Enrollment Date:
-----                                                               ------------
      Change in Payroll Deduction Rate
-----
      Change of Beneficiary(ies)
-----

1.       _______________________ hereby elects to participate in the 3Dfx
         Interactive, Inc. 1997 Employee Stock Purchase Plan (the "Employee
         Stock Purchase Plan") and subscribes to purchase shares of the
         Company's Common Stock in accordance with this Subscription Agreement
         and the Employee Stock Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (from 1 to 15%) during the
         Offering Period in accordance with the Employee Stock Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only):
         ______________________________.

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Exercise Date, I will be treated for federal income tax purposes as
         having received ordinary income at the time of such disposition in an
         amount equal to the excess of the fair market value of the shares at
         the time such shares were purchased by me over the price which I paid
         for the shares. I hereby agree to notify the Company in writing within
         30 days after the date of any disposition of my shares and I will make
         adequate provision for Federal, state or other tax withholding
         obligations, if any, which arise upon the disposition of the Common
         Stock. The Company may, but will not be obligated to, withhold from my
         compensation the amount necessary to meet any applicable withholding
         obligation including any withholding necessary to make available to the
         Company any tax deductions or benefits attributable to sale or early
         disposition of Common Stock by me. If I dispose of such shares at any
         time after the expiration of the 2-year and 1-year holding periods, I
         understand that I will be treated for federal income tax purposes as
         having received income only at the time of such disposition, and that
         such income will be taxed as ordinary income only to the extent of an
         amount equal to the lesser of (1) the excess of the fair market value
         of the shares at the time of such disposition over the purchase price
         which I paid for the shares, or (2) 15% of the fair market value of the
         shares on the first day of the Offering Period. The remainder of the
         gain, if any, recognized on such disposition will be taxed as capital
         gain.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:


NAME: (Please print)
                    -----------------------------------------------------
                    (First)            (Middle)             (Last)


-------------------------------                ---------------------------------
Relationship
                                               ---------------------------------
                                               (Address)


                                      -1-
<PAGE>   9

Employee's Social
Security Number:                           -------------------------------------


Employee's Address:
                                           -------------------------------------

                                           -------------------------------------

                                           -------------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
      ----------------------------         -------------------------------------
                                           Signature of Employee

                                           -------------------------------------
                                           Spouse's Signature (If beneficiary
                                           other than spouse)


                                      -2-
<PAGE>   10

                                    EXHIBIT B

                             3DFX INTERACTIVE, INC.
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the 3Dfx Interactive, Inc.
1997 Employee Stock Purchase Plan which began on ____________, 19____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

                                           Name and Address of Participant:

                                           -------------------------------------

                                           -------------------------------------

                                           -------------------------------------

                                           Signature:

                                           -------------------------------------

                                           Date:
                                                --------------------------------


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION/CONSENT LOCKE LIDDELL & SAPP LLP
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                                  July 25, 2000

                                                     Direct Dial: (214) 740-8416
                                               e-mail: kjamison@lockeliddell.com

3dfx Interactive, Inc.
4435 Fortran Drive
San Jose, CA 95134

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 filed by you
with the Securities Exchange Commission on July 25, 2000 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 3,350,000 shares of your Common Stock (the "Shares"). As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sales and issuance of the Shares.

         It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner described in the Registration Statement, will be legally and validly
issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.

                                        Very truly yours,

                                        LOCKE LIDDELL & SAPP LLP


                                        By:  /s/ Kent Jamison
                                           ------------------
                                             Kent Jamison


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>ex23-2.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 29, 2000, except for Note 13,
which is as of March 27, 2000, relating to the financial statements, which
appears in 3dfx Interactive, Inc.'s Annual Report on Form 10-K/A for the year
ended January 31, 2000. We also consent to the incorporation by reference of our
report dated May 1, 2000 relating to the Financial Statement Schedule, which
appears in 3dfx Interactive, Inc.'s Annual Report on Form 10-K/A for the year
ended January 31, 2000.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Jose, California
July 24, 2000



                                      -5-
</TEXT>
</DOCUMENT>
</SUBMISSION>
