Not much would change as I don't, currently, play D&D (a modified 3e falls behind Savage Worlds and True20 (in that order) for my running fantasy)
Savage Worlds
Cinematic Unisystem
Cortex (classic): Generic Rulebook, Serenity, Supernatural
Marvel Superhero Adventure Game using mods by Steve Kenson and the online community (assuming no D&D meant no Mutants and Masterminds)
Toon!
To try list
Icons
BASH
Barbarians of Lemuria
Bedrock Games: Crime Network, Horror Show, Terror Network
Cartoon Action Network: Season 2
Cortex +: Marvel Heroic RPG, Leverage, Smallville
Dread: The First Pandemonium
Little Fears: Nightmare Edition
Rogue Swords of the Empire (a.k.a, Conrad's Fantasy/Barony): If I could replace my stolen copy
Wu Xing: The Ninja Crusade