For those of you who are not impressed by 4th edition, and loved 3.5, here's awesome news.

Pathfinder RPG ( http://paizo.com/pathfinderRPG )

Since, D&D 3.5 had the OGL (Open Game Lincense), Piazo have taken up the mantle of continuing 3.5 D20 rules. Their books are pretty much D&D 3.75 if you will. They made some changes, but for the most part, they work for the best.

Such As:

*** RACES:

Favored Classes:
The favored class mechanic has changed, doing away with experience penalty. Now every race has one favored class(two if they're a half-elf) that they get to designate as their favored class. Any time the player takes a level in the favored class they gain 1 more skill piont than normal, or 1 more HP than normal. Prestige classes cannot be designated as favored, and the choice cannot be changed later.

Dwarves
Dwaves have gained +2 WIS in addition to the stat modifiers they had in 3.5
Dwarves stability is now a +4 to their CMD while being bullrushed or tripped(this change was made to work with CMD/CMB, and isn't really a change to dwarves so much as a change to the mechanic).
Rather than just dwarven waraxes and dwarven urgoshes being treated as martial as in 3.5, PF dwarves consider all weapons with the word 'dwarven' in it's name to be martial, and in addition they are automatically proficient with battleaxes, heavy picks, and warhammers
Dwarves no longer get any bonuses to crafting.

Elves
Elves have gained +2 INT in addition to the stat modifiers they had in 3.5
Elves bonuses to search, listen, and spot has been transferred to a bonus to perception(which includes those 3 skills)
PF Elves gain a +2 bonus to Caster Level to overcome spell resistance
PF Elves gain a +2 bonus to spellcraft checks made to identify magic items
In addition to gaining proficiency with longbows, composite longbows, shortbows, composite shortbows, longsword, and rapier, PF elves are also treat all weapons with 'elven' in the name as martial weapons.
PF Elves do not automatically make search checks to find hidden doors when within 5 feet.

Gnome
Gnomes have gained +2 CHA in addition to the stat modifiers they had in 3.5
The size bonus now grants a -1 to CMB(to make it work with CMD/CMB) and a +4 on stealth(which includes hide and move silently).
Gnome racial attack bonuses now apply to any creature of the reptilian or goblinoid subtype
Gnomes now have a +2 bonus to perception(which includes listen, spot, and search)
Instead of a +2 Craft(Alchemy) gnomes get a +2 racial bonus to the craft or profession of their choice
Any weapon with the word 'Gnome' in it is considered as a martial weapon

Half-Elves
Half-Elves get +2 to the stat of their choice
Half-Elves get skill focus as a free bonus feat to the skill of their choice
Half-Elves get +2 to perception instead of +1 to listen, spot, and search(which are all included in perception)
Half-Elves get to choose two favored classes
Half-Elves no longer get +2 to diplomacy or gather information

Half-Orc
Instead of +2 STR/-2 INT/ -2 CHA Half-Orcs now get +2 to one stat of their choosing
+2 to intimidate
Once per day a Half-Orc taken below 0 HP can fight for one more round as if disabled.
Automatically proficient with greataxes and falchions, and any weapon with the word 'Orc' in it's name is considered martial.

Halfling
Halflings have gained +2 CHA in addition to the stat modifiers they had in 3.5
The size bonus now grants a -1 to CMB(to make it work with CMD/CMB) and a +4 on stealth(which includes hide and move silently).
+2 bonus to perception checks
+2 bonus to acrobatics(what would have been jump/tumble in 3.5)
Automatic proficiency with slings and treat any weapons with 'hafling' in the name as martial
Halflings no longer gain a racial bonus to stealth(move silently)
Hafllings no longer have a +1 to hit with slings or thrown weapons

Human
Humans get +2 to the stat of their choice
Humans only get 1 extra skill point at first level(which is more a modification of the way the system works than anything specific to humans).

*** MISC CHANGES:

Skills
You no longer gain four times the normal skill points at first level.
Instead, every skill that is a class skill and has at least one point in it gets a +3 bonus to it. There is no penalty for cross class skills anymore, just the benefit that is gained by putting one rank into a class skill.

Feats
Each player gains a feat at every odd level, instead of every 3 levels.

CMD/CMB
Combat Maneuver Defense and Combat Maneuver Bonus
The mechanics behind grapple/trip/bull rush/etc. have all been replaced by this system.

Every character/NPC/monster has a CMD(which is effectively their 'AC' against Combat Maneuvers. Sometimes a creatures CMD can be higher against certain maneuvers(like dwarves having a +4 against tripping and bull rushing).

Every character also has a CMB associated with each different maneuver(each one is affected by different feats).

When one person wants to use a combat maneuver against another person they must roll 1d20 plus their CMB for the associated maneuver, and if they get equal to or over their opponents CMD then the maneuver succeeds.

****
There are also a lot of changes to the classes that gives mor abilities and rewards for sticking with one class. Most classes have a 20th level, "ultimate" ability that you gain if you are 20th level single class.

I ran my first Pathfinder session last weekend, and our group was very impressed by it. I highly recommend it to any 3rd Edtion D&D fan. The nice thing is you can buy either the Hardbacks for about the same price as D&D books, or you can get the PDF versions, which are only like $10.

One thing that rocks is the Core Rulebook. It's $50, but it's 576 pages long as it contains both the full info from the Player's Handbook and the DM's Guide! So, one book is all you really need.

Finally, if you want to check the rules and such for free, Pathfinder even has its own D20 SRD now:
http://www.d20pfsrd.com/