1. The races as presented in the Players Handbook are unbalanced. For example, while the gnome has a plethora of unique and useful abilities, a human only has a few. Even considering the inherent flexibility of the human race, these abilities do not compensate equitably.

(a) I have slimmed the abilities down and re-evaluated them considerably. They are not entirely balanced, but should serve well.

(b) The ½ Orc and ½ Elf no longer exist as separate races. Instead, they are rolled into the half-breed template. It allows you to mix any two races to result in your own custom combination. The only drawback is that the resultant half-breed is somewhat diluted, with lesser advantages as well as disadvantages.

2. Following are the changes I have made to the ability score modifiers, including my rationale for them. I believe that they better define the strengths and weaknesses of the different races.

Humans are driven as well as adaptable. They have a zest for life, always on the forefront of world events, brashly charging forward. Because of their drive, Humans get a +2 to their initial Charisma score. They are a young race, both in history and in relative lifespans. As they tend not to take the slow, cautious approach to life, they are penalized with a –2 to their Wisdom. Additionally, they gain a free extra feat of their choosing at first level. As they advance, they gain an extra 2 skill points per level. Due to their willingness to act first and ask questions later, humans gain a +2 to inititive.

Elves memories are long and their senses are preternaturally keen. They gain a +2 to their Wisdom, but suffer a –2 Constitution due to their delicate, graceful bodies. They are naturally adept with magic, lowering the cost of using metamagic feats by one. Elves are one with the woods and natural landscape around them, gaining a +2 to any nature skill check they make. Because elven society places emphasis on self-awareness and spirituality, elves are allowed a +2 resistance to charm or sleep spells or spell-like effects.

Dwarves are tough as mountains, built to out-last any competitor that they may have for their mountain halls. Although they get a +2 constitution for being so sturdy, they are not very nimble, suffering a –2 to their Dexterity score. They are natural craftsmen, and when using any craft item feat, they act as if the prerequisite is two levels lower. Dwarves are also the world’s best natural craftsmen, and so gain a +2 to all craft skill checks. They are at home underground, able to sense underground phenomina as in the stonecunning feat.

Gnomes have keen intellects and are possessed of an agile wit (+2 Intelligence). They learn very quickly, many becoming reknowned experts in their chosen fields. They remain somewhat withdrawn from the world stage, not wishing to play a major role in shaping events. (–2 Charisma) Gnomes put their minds to work when progressing in their chosen professions. Gnomes gain bonus feats one level earlier than other races (at 2nd, 5th, and 8th, etc.) Their long days of study and evening debate over the dinner table grant them a +2 to all knowledge checks. They have ledgendary noses, gaining the scent ability as soon as they reach puberty. Also, because of this and their understanding of the physical world, they are less likely to be fooled by illusions (+2), as well as taking a –2 from their opponent’s saves versus illusions of their own casting

Halflings Exceptionally nimble and dexterous, halflings perform feats of agility that boggle the mind. (+2 Dexterity) This is hampered by their diminutive size and slight build. (-2 Strength) Halfling coordination is legendary. Youths train with ranged weapons early, (the better to avoid enemies) and thus gain the point blank feat naturally with all ranged weapons. Halflings are also known for their ability to get out of the most pressing situations. A +1 to all rolls reflects the luck that follows most halflings. Halflings are glib-tounged, skilled with instruments, and natural showmen, gaining a +2 to any perform check.

Orcs Orc society is brutal, with the strongest dominating those weaker around him. This competition has made the Orc race bigger (large size) and stronger than most other races (+2 Strength). However, Orcs have not learned to work together, improvise, or adapt very well. Their low Intelligence (-2) keeps them from being able to truly dominate the battlefield. However, the policy of "crush all enemies" has been very effective for the orcs, with each Orc gaining the power attack feat seemingly from the womb. By constantly raiding and looting other civilizations, Orcs have developed a preternatural understanding of weapons. Orcs never have to take the Exotic Weapon Proficiency feat. They also gain a +2 to climbing, jumping, or swimming checks.

Half-breeds. Bastards. Mongrels. This template allows you to mix any two of the above races. Half breeds share the strengths and weaknesses of their parents, choosing a +2 from one parent’s ability score advantages and a –2 from one parent’s weakness. They do not have any special senses, but depending on what society they were raised in, they may choose its favored enemy if they wish (a half orc/elf that hates orcs?). Because of the tendency for them to be unaccepted or outcast, they may choose a free exotic weapon feat from any culture that they are exposed to. Because they are forced to excel in order to survive, they add +2 modifiers to any two skills.