Moving to d20 Systems Games.
I picked it up at Gencon (Thanks to Nicole for helping me find it

) and it's an entertaining read so far.
The differences between it and D&D are many; magic is a bit lower-powered, especially for the Israelites, BUT a Levite Priest can come through with some serious spellpower in a pinch. (The Old Testament version of Jehovah is rather demanding, but he lays the smack down on enemies when it matters!) Levite priests must also pay to replenish their spells; 5 gp worth of sacrifices PER SPELL LEVEL per spell to re-prepare spells, or at least a vow to do so at the temple when they return home.
Babylonians do not become wizards; the clay tablets would give them a hernia.
Different system for alignment: There is no alignment, but each culture (Egyptian, Canaanite, Israelite, Babylonian) has a Piety score, determined by what constitutes acceptable or unacceptable actions in that culture. There is no "following your own star" in Testament; you become too impious, and the gods may strike you down (no matter what gods you worship!)
Israelites do not become sorcerers; they would soon become a lightning-baked carbon statue or a pillar of salt.
Also, it would take a creative DM to come up with a mixed-culture campaign. These peoples kept to their own cultures historically, and that is mimicked here.
Also included are rules for Bronze-Age battles (haven't read them yet), several extra classes and prestige classes, and several other things I haven't read yet.