<SUBMISSION>
<ACCESSION-NUMBER>0000930413-06-008674
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20061218
<DATE-OF-FILING-DATE-CHANGE>20061218
<GROUP-MEMBERS>SATELLITE ADVISORS, L.L.C.
<GROUP-MEMBERS>SATELLITE ASSET MANAGEMENT, L.P.
<GROUP-MEMBERS>SATELLITE FUND II, L.P.
<GROUP-MEMBERS>SATELLITE FUND IV, L.P.
<GROUP-MEMBERS>SATELLITE FUND MANAGEMENT, LLC
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND IX, LTD.
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND V, LTD.
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND VI, LTD.
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND VII, LTD.
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND VIII, LTD.
<GROUP-MEMBERS>SATELLITE OVERSEAS FUND, LTD.
<GROUP-MEMBERS>THE AKPOGEE FUND, LTD.
<SUBJECT-COMPANY>
<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>SC 13D
<ACT>34
<FILE-NUMBER>005-52571
<FILM-NUMBER>061284303
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4085913508
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SATELLITE ASSET MANAGEMENT LP
<CIK>0001101195
<IRS-NUMBER>134065352
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>623 FIFTH AVENUE, 19TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>2122092000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>623 FIFTH AVENUE, 19TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>c45811_sc13d.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                  SCHEDULE 13D
                                 (Rule 13d-1(a))

                  Under the Securities and Exchange Act of 1934

                             3DFX INTERACTIVE, INC.
 -------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
 -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    88553X103
 -------------------------------------------------------------------------------
                                 (CUSIP Number)


                              David Danovitch, Esq.
                            Kristin J. Angelino, Esq.
                               Gersten Savage, LLP
                               600 Lexington Ave.
                             New York, NY 10022-6018
 -------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                December 8, 2006
 -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].

<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Fund II, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         416,432

9. SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         416,432

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         416,432

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         1.05%

14.  TYPE OF REPORTING PERSON*

     PN

                                       2
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Fund IV, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [  ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

      See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         83,150

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         83,150

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         83,150

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.21%

14.  TYPE OF REPORTING PERSON*

         PN

                                       3
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     The Apogee Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [  ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         202,130

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         202,130

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         202,130

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.51%

14.  TYPE OF REPORTING PERSON*

         CO

                                       4
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [  ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         1,081,478

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         1,081,478

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         1,081,478

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         2.72%

14.  TYPE OF REPORTING PERSON*

         CO

                                       5
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund V, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [  ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         87,250

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         87,250

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         87,250

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.22%

14.  TYPE OF REPORTING PERSON*

         CO

                                       6
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VI, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) []
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         30,050

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         30,050

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         30,050

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.08%

14.  TYPE OF REPORTING PERSON*

         CO

                                       7
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VII, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         49,110

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         49,110

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         49,110

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.12%

14.  TYPE OF REPORTING PERSON*

         CO

                                       8
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VIII, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         94,140

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         94,140

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         94,140

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.24%

14.  TYPE OF REPORTING PERSON*

         CO

                                       9
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund IX, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         98,930

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         98,930

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         98,930

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.25%

14.  TYPE OF REPORTING PERSON*

         CO

                                       10
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Asset Management, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

         0

8.   SHARED VOTING POWER.

         2,142,670

9.   SOLE DISPOSITIVE POWER.

         0

10.  SHARED DISPOSITIVE POWER.

         2,142,670

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

         2,142,670

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         5.39%

14.  TYPE OF REPORTING PERSON*

         PN

                                       11
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Satellite Fund Management, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER

         0

8.   SHARED VOTING POWER

         2,142,670

9.   SOLE DISPOSITIVE POWER

         0

10.  SHARED DISPOSITIVE POWER

         2,142,670

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,142,670

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         5.39%

14.  TYPE OF REPORTING PERSON*

         OO

                                       12
<PAGE>

CUSIP No.  88553X103
---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Satellite Advisors, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                 (a) [ ]
                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER

         0

8.   SHARED VOTING POWER

         499,582

9.   SOLE DISPOSITIVE POWER

         0

10.  SHARED DISPOSITIVE POWER

         499,582

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         499,582

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     1.26%

14.  TYPE OF REPORTING PERSON*

     OO

                                       13
<PAGE>

CUSIP No.   88553X103
--------------------------------------------------------------------------------
ITEM 1.  SECURITY AND ISSUER.

The  name  of  the  issuer  is  3DFX  Interactive,  Inc.  (the  "Issuer"  or the
"Company").  The address of the Issuer's  offices is P.O. Box 60486,  Palo Alto,
California  94306.  This  Schedule 13D relates to shares of the Issuer's  common
stock, no par value (the "Shares").

ITEM 2.  IDENTITY AND BACKGROUND

This statement is filed by:

(i) Satellite Fund II, L.P. ("Satellite II");
(ii) Satellite Fund IV, L.P. ("Satellite IV");
(iii) The Apogee Fund, Ltd. ("Apogee");
(iv) Satellite Overseas Fund, Ltd. ("Satellite Overseas")
(v) Satellite Overseas Fund V, Ltd. ("Satellite Overseas V");
(vi) Satellite Overseas Fund VI, Ltd. ("Satellite Overseas VI");
(vii) Satellite Overseas Fund VII, Ltd. ("Satellite Overseas VII");
(viii) Satellite Overseas Fund VIII, Ltd. ("Satellite Overseas VIII");
(ix) Satellite Overseas Fund IX, Ltd. ("Satellite Overseas IX");
(x) Satellite Asset Management, L.P. ("Satellite Asset Management");
(xi) Satellite Fund Management LLC ("Satellite Fund Management"); and
(xii) Satellite Advisors, L.L.C. ("Satellite Advisors").

This  statement  relates to Shares (as defined  herein) held by (i) Satellite II
and  Satellite IV  (collectively,  the  "Delaware  Funds") over which  Satellite
Advisors has  discretionary  trading  authority,  as general  partner,  and (ii)
Apogee,  Satellite  Overseas,  Satellite  Overseas  V,  Satellite  Overseas  VI,
Satellite  Overseas  VII,  Satellite  Overseas  VIII and  Satellite  Overseas IX
(collectively,  the "Offshore Funds" and,  together with the Delaware Funds, the
"Satellite  Funds") over which  Satellite  Asset  Management  has  discretionary
investment trading authority.  The general partner of Satellite Asset Management
is Satellite Fund Management.  Satellite Fund Management and Satellite  Advisors
each  share  the same  executive  committee  of  members  that  make  investment
decisions on behalf of the Satellite Funds and investment decisions made by such
members,  when  necessary,  are made  through  approval  of a  majority  of such
members.

The foregoing persons are hereinafter sometimes  collectively referred to as the
"Reporting  Persons." Any disclosures  herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.

The address of the business office of each of the Reporting Persons is 623 Fifth
Avenue, 19th Floor, New York, NY 10022.

The citizenship of each of the reporting persons is:

1) Satellite II is a Delaware limited partnership;

2) Satellite IV is a Delaware limited partnership;

                                       14
<PAGE>

3) Apogee is a Cayman Islands exempted company;

4) Satellite Overseas is a Cayman Islands exempted company;

5) Satellite Overseas V is a Cayman Islands exempted company;

6) Satellite Overseas VI is a Cayman Islands exempted company;

7) Satellite Overseas VII is a Cayman Islands exempted company;

8) Satellite Overseas VIII is a Cayman Islands exempted company;

9) Satellite Overseas IX is a Cayman Islands exempted company;

10) Satellite Asset Management is a Delaware limited partnership;

11) Satellite Fund Management is a Delaware limited liability company; and

12) Satellite Advisors is a Delaware limited liability company.

During the last five years,  none of the Reporting Persons has been convicted in
a criminal proceeding. During the last five years, none of the Reporting Persons
has been a party to a civil proceeding of a judicial or  administrative  body of
competent jurisdiction,  as a result of which such Reporting Persons were or are
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

The Shares reported in Item 5 as beneficially owned by the Reporting Person were
previously acquired with funds of approximately $728,994.73 (including brokerage
commissions). All funds to acquire the Shares were provided from the capital of
the Satellite Funds.

Item 4.  Purpose of Transaction.

The Shares have been acquired for strategic investment purposes with the
prospect that at some point in the future the Reporting Persons may wish to
increase their ownership position in the Issuer's Shares. The Reporting Persons
expect to evaluate the Issuer and review their holdings in the Issuer on a
continuing basis. Depending upon various factors, including, but not limited to,
circumstances surrounding the Issuer's Chapter 11 proceeding and its litigation
against nVidia Corporation and nVidia US Investment Company (collectively,
"nVidia"), each Reporting Person may take such actions in the future as it deems
appropriate in light of the circumstances and conditions existing from time to
time, including: increasing its stake in the Issuer through open market
purchases, private transactions, tender or exchange offers, or hedging
transactions, including the use of derivatives; seeking to acquire or influence
control of the Issuer, the means of which may include board representation;
seeking a merger, consolidation or other business combinations; or seeking to
influence the prosecution of litigation against nVidia. Depending on

                                       15
<PAGE>

these same factors, the Reporting Persons, or any of them, may determine to sell
all or a portion of the Shares that they now own or hereafter may acquire in the
open market or in private transactions, although none of the Reporting Persons
has a current intention to do so.

Item 5.  Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons (collectively referred to as
the "Satellite Funds") may be deemed to beneficially own the number of shares of
the Company's common stock representing the percentage of the Company's common
stock set forth opposite the name of the Reporting Person below: The percentages
used herein are calculated based upon 39,774,364 shares of the Issuer's common
stock, issued and outstanding as of October 25, 2002, the latest date for which
such information is available, as reported in the Issuer's Quarterly Report on
Form 10Q filed on October 31, 2002..

Name of                             Number of Shares       Percentage
Reporting Person                    Beneficially Owned     of Outstanding Stock
----------------------              ------------------     --------------------

Satellite Fund II, L.P.(1)(2)           416,432                    1.05%

Satellite Fund IV, L.P.(1)(2)            83,150                    0.21%

Satellite Advisors, L.L.C.,
the General Partner of
Satellite Fund II and
Satellite Fund IV                       499,582                    1.26%


The Apogee Fund, Ltd.(2)                202,130                    0.51%

Satellite Overseas
Fund, Ltd.(2)                         1,081,478                    2.72%

Satellite Overseas
Fund V, Ltd.(2)                          87,250                    0.22%

Satellite Overseas
Fund VI, Ltd.(2)                         30,050                    0.08%

Satellite Overseas
Fund VII, Ltd.(2)                        49,110                    0.12%

Satellite Overseas
Fund VIII, Ltd.(2)                       94,140                    0.24%

Satellite Overseas
Fund IX, Ltd.(2)                         98,930                    0.25%

Satellite Asset
Management, L.P.                      2,149,670                    5.39%

Satellite Fund
Management, LLC,
the General Partner
of Satellite Asset
Management                            2,149,670                    5.39%
------------------------
TOTAL FOR THE

SATELLITE FUNDS:                      2,142,670                    5.39%


                                       16
<PAGE>

----------------------------------------
(1) Satellite Advisors has discretionary trading  authority over the shares held
by these Reporting Persons, as General Partner.

(2) Satellite Asset Management has  discretionary  investment  trading authority
over the shares held by these  Reporting  Persons,  as investment  manager.  The
general  partner of Satellite  Asset  Management is Satellite  Fund  Management.
Satellite Fund  Management and Satellite  Advisors each share the same executive
committee of members that make  investment  decisions on behalf of the Satellite
Funds and investment  decisions made by such members,  when necessary,  are made
through  approval of a majority of such  members.  Satellite  Asset  Management,
Satellite  Fund  Management,  Satellite  Advisors  and  each  of its  principals
expressly  declare that this filing shall not be construed as an admission  that
each is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by this filing.

(b) As indicated above,  each of the above Reporting Persons has shared power to
vote or to direct  the vote of,  and  shared  power to  dispose  or  direct  the
disposition  of,  all of the  shares  reported  as  beneficially  owned  by such
Reporting Person.

(c) There have been no transactions in the Shares during the past 60 days by the
Reporting Persons. The Reporting Persons may acquire additional Shares,  dispose
of all or some of these  Shares from time to time,  in each case in open markets
or private transactions,  block sales or purchases or otherwise, or may continue
to hold the Shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

None of the  Reporting  Persons  have  entered  into an  agreement  or  contract
relative to the securities of the Issuer,  including any  agreements  related to
the transfer or voting of any of the Shares, finder's fees, joint ventures, loan
or  option  arrangements  relating  to puts or  calls,  guarantees  of  profits,
division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to be Filed as Exhibits.

The Joint Filing Agreement between and among the Reporting Persons pursuant to
Section 240.13d-1(k) is attached hereto as Exhibit "A".

                                       17
<PAGE>

                                   SIGNATURES

After  reasonable  inquiry  and to the  best of my  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.


DATED:  December 18, 2006                SATELLITE FUND II, L.P.

                                         By:  Satellite Advisors, L.L.C.,
                                         as General Partner

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                SATELLITE FUND IV, L.P.

                                         By:  Satellite Advisors, L.L.C.,
                                         as General Partner

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                THE APOGEE FUND, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel

                                       18
<PAGE>

DATED:  December 18, 2006                SATELLITE OVERSEAS FUND V, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VI, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VII, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VIII, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND IX, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel

                                       19
<PAGE>


DATED:  December 18, 2006                SATELLITE ASSET MANAGEMENT, L.P.


                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE FUND MANAGEMENT LLC

                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                SATELLITE ADVISORS, L.L.C.

                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


                                       20

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>c45811_ex99a.txt
<TEXT>

                                    EXHIBIT A

                             JOINT FILING AGREEMENT

            The undersigned hereby agree that this statement on Schedule 13D
with respect to the Common Stock of 3DFX Interactive, Inc., dated as of December
18, 2006, is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.

DATED:  December 18, 2006                SATELLITE FUND II, L.P.

                                         By:  Satellite Advisors, L.L.C.,
                                         as General Partner

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                SATELLITE FUND IV, L.P.

                                         By:  Satellite Advisors, L.L.C.,
                                         as General Partner

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                THE APOGEE FUND, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


<PAGE>

DATED:  December 18, 2006                SATELLITE OVERSEAS FUND V, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VI, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VII, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE OVERSEAS FUND VIII, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


<PAGE>

DATED:  December 18, 2006                SATELLITE OVERSEAS FUND IX, LTD.

                                         By:  Satellite Asset Management L.P.,
                                         as Investment Manager

                                         By:  /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE ASSET MANAGEMENT, L.P.


                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  December 18, 2006                SATELLITE FUND MANAGEMENT LLC

                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact


DATED:  December 18, 2006                SATELLITE ADVISORS, L.L.C.

                                         By: /s/ Simon Raykher
                                         ------------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact
</TEXT>
</DOCUMENT>
</SUBMISSION>
