Here is a re-post of the material developed on the EN WOrld boards over the past year:
RACES
Dwarves: as per D&D Dwarves
Hobbits: as per D&D Halflings, except replace the +2 vs. Fear saves with +2 on Will saves (which would help account for their resistance to the Ring’s corruptive influence)
Elves:
1) Wood Elves: as per D&D Elves, modified as follows:
+2 racial bonus on any Perform (Sing) check
+2 racial bonus on Wilderness Lore checks
+2 racial bonus to resist fire or heat
+2 racial bonus against poison
+2 racial bonus Listen, Search, and Spot checks
Immune to natural cold
Immune to disease, mundane or magical
Immune to scarring
Movement unimpeded by snow or wooded terrain
Automatic language: Sindarin
Favored class: ranger
Immune to any fear effects caused by undead
Cannot be turned into undead
Can communicate silently with other Elves, and Maiar and Valar, by direct thought. This is similar to the psionic power Mindlink.
ECL+1
2) Sindar: as per Wood Elves, modified as follows:
Wis+2, Chr+2, Dex+2
+4 racial bonus on Perform (Sing) checks
Favored class: any
+2 racial bonus to Profession (Sailor) checks
Replace Wilderness Lore bonus with +2 racial bonus on Craft (Shipwright) checks
Automatic Languages: Sindarin, Quenya, Westron
ECL+2
3) Noldor: as per Sindar, modified as follows:
Str+2, Dex+2, Con+2, Int+2, Wis+2, Chr+4
+2 racial bonus on Perform (Sing) checks
Replace bonuses to Craft (Shipwright) and Profession (Sailor) with +4 racial bonus on any Craft skill of the player's choice - it should be noted that Noldor were legendary for their work with precious metals and jewelry
Noldor glow with a faint luminescence
ECL+3
Dunedain and other Numenoreans: as per D&D Half-Elves, except NO Low-Light Vision; in exchange, they get the extra 1st level Feat and extra Skill Points available to normal humans.
Rohirrim: as per D&D Humans. They get a free rank of Ride at first level, and Ride is considered a class skill for them no matter what class they take.
Beornings: Str+2, Int-2, Wis-2. The ruling class of the Beornings are 90% likely to be werebears. Beornings tend towards the barbarian class
Woses: Dex+2, Chr-2. Woses are extremely primitive, and use no armor or metal weapons. They have a +2 racial bonus on Wilderness Lore checks, and this skill is always considered a class skill for them.
Treat all other Middle Earth humans as normal D&D humans.
Ents: as per D&D Treants. They advance as per the advancement rules in the Monster Manual. They begin play as with the stats of the "average" Treant in the Monster Manual, and are ECL+8. Some few Ents will take a few levels of Druid or Ranger, but this is quite rare.
Orcs (Uruk-Hai): as per D&D orcs
Orcs (Goblins): as per D&D Goblins
Half-Orcs: as per D&D Half-Orcs
Hill Trolls: as per D&D Ogres, plus they must make a Fortitude save at -4 each round when in sunlight or be turned to stone.
Olog-Hai: as D&D Ogres with the Half-Fiend Template, modified as follows: No chance of wings, none of the Half-Fiend Special Attacks; instead, they get Damage Reduction 5/+1 and the FR Daylight Adaptation Feat (no chance of being turned to stone in sunlight)
CHARACTER CLASSES
* NPC classes can be taken without them counting towards the multiclass XP penalty
* Paladins are found amongst the Noldor and in Gondor (and Arnor, if you play in an era it still exists). Dol Amroth in particular seems a good home for paladins. NOTE: If you can't get past the cultural baggage of the word "paladin," rename the class or simply consider this: class names are usually not going to be used anyway in any game world.
* Rangers can be found anywhere in Middle Earth, from the Dunedain of forgotten Rhudaur to Orcs in the Grey Mountains to Faramir's patrol area in Ithilien.
* Fighters are ubiquitous, of course, as are Rogues.
* Bards are pretty common, especially at low levels; this fits the musical nature of Middle Earth.
* Sorcerers are apparently more common than the typical D&D wizard, but both can be found. Since so much has been hashed out about magic and spellcasters, I'm going to leave it at that in this post.
* Druids and Clerics were present - Radagast the Brown is obviously a Celestial Druid, and Elrond was quite evidently a cleric. However, these kinds of spellcasters seem to keep a low profile, and wouldn't think of themselves as priests or disciples of a deity - instead, think of them as "healers" or "white wizards."
* Adventuring Aristocrats can be found most commonly amongst Hobbits and Numenoreans, at least in the late Third and Early Fourth Ages.
The Haradrim and Easterlings may very well have an Aristocratic social class, but that is something that goes beyond anything by Tolkien that I'm familiar with.
The Elves also have Aristocrats, as do the Dwarves, but they don't seem as likely to adventure - adventurers from these races would be of the PC classes.
Rohirrim, although they have nobles, don't have a culture as likely to produce characters that fit the Aristocrat class.
Black Numenoreans are very likely to be Aristocrats, since they are the ruling class of Umbar, with a general populace of Haradrim and mixed Haradrim/Numenoreans.
* Adepts are much like the divine casters - low-profile and more of a village wise person than a spellslinger. These could be the most common Middle Earth spellcaster.
* Experts are easy to place anywhere in Middle Earth, as are Warriors.
Most likely PC classes amongst the races of Middle Earth:
Wood Elves: Fighters, Rangers, Rogues. The fact they are probably the best singers in Middle Earth makes it likely that a lot of Bards are Silvan Elves.
Sindar Elves: Most any class. They seem to be the Elf race that is the most versatile in terms of profession.
Noldor Elves: Again, most any class, but lots of Experts among them - Smiths and Artificers. They don't seem inclined to a life of crime or "troubleshooting," so Rogue would be a rare class for them.
Dunedain - Any. Since they generally make up the ruling class wherever they live, disreputable and/or "common" classes like Rogue, Adept, Commoner, and Warrior would be rare.
Black Numenoreans would be much like Dunedain, but maybe wizards and sorcerers would be more common, and clerics would be a good choice for an evil Numenorean dabbling in necromancy - they still fear death and wish to find a way to avoid it. Probably few Druids, Rangers, Adepts, and Commoners, because they seem ourban and effete to take or belong to such classes.
Rohirrim would field many fighters and barbarians. Very few wizards or any other kind of spellcaster.
Dwarves would mostly be Fighters. Probably a lot of Experts - as with the Noldor, smiths.
Hobbits would probably start out as an NPC class, particularly Commoner and Aristocrat. Spellcasters are virtually nonexistent amongst them.
A couple of Prestige Classes from Sword and Fist seem appropriate for Middle Earth: Order of the Bow Initiate (I can see Legolas being of this class) and Knight Protectors (Knights of Dol Amroth, King's Messengers). And, of course, from the DMG, the Dwarven Defender seems very appropriate.
My take on some of the MONSTERS AND OTHER CREATURES of Middle Earth:
Nazgul Horses: stats of a heavy warhorse with the Fiendish Template
Mouth of Sauron's Mount: as Nazgul's mount, but make bite attack do 2d4+2 damage
Shadowfax: stats of a heavy warhorse, except he moves as a light warhorse, with the Celestial Template and the Endurance and Run Feats.
Asfaloth, mount of Glorfindel: stats of a light warhorse, Celestial Template, Run Feat.
Giant Eagles: as per D&D Giant Eagles, but exceptional individuals such as Gwaihir the Windlord would be at maximum advancement, and have the Celestial Template. The enormous Eagles of the first age, such as Thorondor, would be Half-Celestial Rocs.
Flying Nazgul Mounts: as per D&D Fiendish Wyvern, EXCEPT no sting and poison attacks.
Instead, they can create a stinking cloud (as per the spell) once a day by flapping their wings.
Wargs: as per D&D worgs, of course. Those that attacked the Hobbits and Strider at Weathertop were special - they were Fiendish, and their bodies vanished upon death.
Shelob: Stats of a Huge Monstrous Spider, 23 hit Dice, with the Fiendish Template and Int 4.
Old Man Willow: stats as per the FR D&D Dark Tree, with the added ability to cast a Sleep spell once a day.
Balrog: as per D&D Balor Demon advanced into the Huge range. I would make him at least 25 HD.
Dragons: as per D&D Red Dragons, except that not all can fly or breathe fire (Cold Drakes).
Magic in Middle Earth, a General Overview
The following overview lays out some suggestions for creating a Middle Earth "feel" using the D&D/d20 magic system. Attempts were made to use the D&D/d20 rules without resorting to the creation of new magic systems or rules. Some, all, or none of the following suggestions may be used in conjunction with each other, DM's choice.
Arcane Awareness - the use of Turin's Arcane Awareness Feat is highly recommended.
Limited Availability of Spellcasting Classes - The Cleric, Druid, Sorcerer, and Wizard (except for the Diviner and Illusionist) classes are available only to Valar, Maiar, Elves, or those with the blood of those races in their heritage. This includes the exceedingly rare Half-Elves and the Numenoreans/Dunedain (who have traces of both Maia and Elf in their bloodlines). Those without such a heritage may only take the Adept NPC class, or the Diviner or Illusionist classes, or one of the classes with secondary spellcasting abilitit, such as the Bard, Paladin, or Ranger. Necromancer specialists would always be evil; the Numenoreans prior to the destruction of Numenor produced a number of Necromancers, and it can be surmised that the Black Numenoreans from Umbar also favored this class.
Sorcerers do not have dragons as ancestors. Instead, the Sorcerer class in Middle Earth is comprised of individuals who are Valan, Maian, or Elven in nature, either full-blooded members of those races, or individuals with strong traces of these races in their backgrounds.
Mandatory Multiclassing - Spellcasters must alternate each level between a spellcasting class and either a non-spellcasting class, one with secondary spellcasting abilities (Bard, Paladin, Ranger), or one that uses a magic type (Arcane or Divine) opposite to that used by the primary spellcasting class (that is, Divine spellcasters may multiclass into an Arcane spellcasting class, and vice-versa). This requirement limits high level spells to characters of very high levels. It also limits the number of beings capable of creating magical items.
Rune Magic, as detailed on pp. 58-59 of the Forgotten Realms Campaign Sourcebook, is available in Middle Earth. Dwarves, in particular, have an affinity for Rune Magic, and most Dwarven spellcasters almost exclusively use Rune Magic.
Gem Magic, as detailed on pp. 13-14 of Magic of Faerun is very appropriate to Middle Earth.
Dwarves rarely use magic except for the purposes of creating magical items. Even taking that into account, Dwarves rarely produce actual magical items, but concentrate more on Masterwork items.
Spells Prohibited In Middle Earth
Spells that create something from nothing, or which fundamentally alter the nature of something, go against Eru's will. Such spells are either unavailable, or are used only by those who either directly carry out the will of Eru (the Valar and Maiar) or who directly flout Eru's will (the renegade Vala Melkor, later named Morgoth, or renegade Maiar such as Sauron).
Spells such as "Fireball" or "Wall of Stone" use surrounding matter or energy to create their effects. In the case of "Fireball," the effect is created by superheating the oxygen in the surrounding air (DMs should determine on their own whether this would suck all the oxygen out of an enclosed area, suffocating all those in that area). Regardless, such spells are rarely used, because they skirt along the edges of going against the will of Eru.
Spells such as "Bull's Strength" or "Cat's Grace" simply enhance what is already in existence and which the recipient of the spell already possesses.
Most of the spells on the list found below were chosen for exclusion based on the perception that they either create something from nothing or fundamentally warp the nature of something physically or spiritually, as discussed above.
Spells that access other planes (except the Ethereal Plane, called the "Spirit World" or "the other side" in Middle Earth) do not function, since Middle Earth is not directly connected to any other planes of existence. Aman, or The Undying Lands, is not accessible because it was closed off from any except for those whom the Valar allow to find it. Aman is not exactly another plane; it was once physically part of the same plane as Middle Earth, but was cordoned off millennia ago.
Spells that have effects against Outsiders are either eliminated or rendered powerless, because there are technically no Outsiders in Middle Earth. The Balrog, for example, is a Maia, one of the spirits that initially carried out the will of Eru and helped create Middle Earth - so, while he is now a twisted, demonic figure, he is still considered a native of the world he played a part in creating. Individual DMs have provenance over their own campaigns, of course, and may choose to disregard this and rule that such spells are effective against Maiar, not Outsiders (Note: Gandalf and the other Istari would not be affected by such spells; they are clothed in the flash of Men, and so are considered "normal" humans for the purposes of such spells).
Some few spells were chosen for exclusion a bit arbitrarily, mostly due to the perception that they seem too "flashy" for Middle Earth - "Helping Hand," for example.
Some spells were not excluded that may seem too "flashy" because there is either evidence in the books of their existence, or a spell that was similar in description to a D&D spell was actually used in the books. For example, "Fireball" was not excluded because the assumption was made that since Gandalf used a number of fire-based effects in the books (a "Fire Seeds" spell in The Hobbit, his fireworks, the sheet of flame which broke the bridge in Moria, etc.), he may well have had access to this spell. Even if he had access to it through his wearing of the Elven Ring Narya, the Ring of Fire, the spell still seems possible in Middle Earth, so it was not excluded. It would be rarely used, however.
Animate Dead
Astral Projection
Banishment
"Bigby's Hand" spells
Blade Barrier
"Chaos" spells - all
Clone
Contact Other Plane
Dimensional Anchor
Dismissal
Drawmij's Instant Summons
Elemental Swarm
Enlarge
Flesh to Stone
Gaseous Form
Gate
Greater Planar Ally
Greater Planar Binding
Helping Hand
"Law" spells - all
"Leomund's" spells
Lesser Planar Ally
Lesser Planar Binding
Levitate
Limited Wish
Magic Jar
Major Creation
Mark of Justice
Maze
Meld Into Stone
Melf's Acid Arrow
Minor Creation
Miracle
"Mordenkainen's" spells
"Otiluke's" spells
Otto's Irresistible Dance
Planar Ally
"Polymorph" spells - all
Raise Dead
Reduce
Refuge
Regenerate
Reincarnate
Resurrection
Reverse Gravity
Righteous Might
Rope Trick
Sepia Snake Sigil
Shadow Walk
Shapechange
Shrink Item
Soul Bind
Spectral Hand
Spider Climb
Statue
Stone to Flesh
"Summon Monster" spells - all
Tasha's Hideous Laughter
Telekinesis
"Teleport" spells - all
Time Stop
"Transmute" spells - all
Trap the Soul
True Resurrection
Unseen Servant
Vanish
Wall of Iron
Wind Walk
Wish
Word of Recall
Spells With Restrictions In Middle Earth
Blasphemy - basically the same, but there are no extraplanar creatures in Middle Earth. Those creatures that would be considered extraplanar in D&D - such as the Balrog - are, in fact, considered to be native to Middle Earth.
Create Undead and Create Greater Undead - these spells are available only to Sauron.
Dictum - see the explanation for Blasphemy
Combat
One last area that I've rarely seen discussed in these d20 LotR threads: combat.
The d20 combat system works well, even if it can get bogged down occasionally. It should remain intact for d20 LotR, in my opinion.
I will say, though, that the Defense Bonus system found in d20 Star Wars, Wheel of Time RPG, and the Pulp Heroes d20 game in Polyhedron/Dungeon 90 would be a very appropriate addition. Armor is rarely worn by the end of the Third Age of Middle Earth, except during pitched battles or other special cases, like when someone is bearing an object upon which the fate of the world rests.
Another thing to consider is the use of Vitality and Wound points. I highly recommend it.