A:Answer ROKU 3 has THREE main differences:
--Voice Search: Press the search button, say an actor, movie, or TV show, and ROKU will search multiple platforms to find it. For example: If you search "Edward Norton" it will first bring up all of the TV shows and Movies it can find using Edward Norton as a reference; you then select what you would like to see, and ROKU will pull up said Movie or TV show on a bunch of different streaming services (Amazon TV, Netflix, M Go, HULU, etc.) you then select which service you'd like to watch it on, so if you have Netflix, you can watch it free, or basically buy it or pay-per-view it.
--Point anywhere remote: Do just that, point it anywhere. It works like a bluetooth, as long as you're in the same room (or just outside the room, I don't know the range specs) the remote works. You don't have to point the remote AT the ROKU.
--Headphone jack: Super cool, the ROKU 3 comes with a set of earbuds. You plug in your headphones to the remote and you can watch whatever you want silently. You have a volume control on the remote which leaves the TV volume unaffected. Great for watching late night or for watching stuff with explicit language around the kiddos.
Also, as with anything newer, it will have a better processor in it and any bugs will be fixed, probably a better user interface, etc.