Perfect Dark, which was basically the same game but with updated graphics and an alien plotline.
That game always seemed like a choppy, blurry GoldenEye to me.
Perfect Dark benefited greatly from the N64 expansion pack, and was a lot less fun without it. I'm not certain it was better than Golden Eye (mostly because I found the second level very frustrating) but it had better graphics and a much more ambitious style of play.