C-arm CT first emerged as a useful high-contrast imaging modality in the late 1990s, using an XRII as the large area x-ray detector. To date, the C-arm approach to intra-procedural 3D imaging has primarily been used for high-contrast imaging tasks. The emerging goal for these systems is to extend the imaging range into the area of soft-tissue, and it is thought that digital flat-panel detectors may help. Flat panels replace the analog image intensifier, the camera optics, the pickup tube and the analog-to-digital converter with an all-digital detector. Flat panel detectors have a linear response, do not require distortion correction, do not suffer from veiling glare or blooming, and have higher dynamic range that current XRIIs. On the other hand, XRIIs have greater flexibility in FOV, and could support higher frame rates at high resolution, thereby reducing the effects of view aliasing. We have experience with a typical XRII-based C-arm imaging system and a new high-end C-arm equipped with a large flat-panel detector. Initial investigations show that when projection pixel size, acquisition geometry and focal spot size are matched, the flat-panel-based system produces reconstructions with improved MTF, primarily due to the additional interpolation step required for XRII warp correction. Investigations of artifact levels and comparison with in vivo CT images are presented.