This game could use more substance and less blank space or mediocre art per page. All the same, there are very interesting details in this varation on the 3rd Edition. Some of the classes, such as the Noble, are irreducible to their D&D counterparts. To the magic system I will get in a minute. Armor finally performs as it does in real life, absorbing damage rather than making you harder to hit (which is what Dodge is for). The idea that a character in a clanking plate armor is more elusive but, if hit, must take normal damage could only occur to the feverish minds behind standard Dungeons & Dragons. What is the rationale? If the rare successful blows are the ones that sneak through, for example, the eye slits of a helmet, shouldn't they do much more damage or score a threat, at least? Instead D&D leaves defense to what amounts to mere chance, but keeps the damage standard.
Let's say you wear plate mail and get peppered with arrows. What are the odds even a single one will penetrate it or hit an undefended spot? Pretty low, to say the least! Just about none if you bother to hold your gauntleted hand in front of your face. Yet in D&D a sufficient number of shots will inevitably score a few hits, which is like saying that if you keep firing a machine gun at a tank for a long time, every now and then you'll shoot a crewmate. How ridiculous! On the other hand, the point about playtesting may be right, since horses really shouldn't have damage resistance beyond, let us say, 1 or 2 points. I also think that every successful hit, even if the armor absorbs it completely, should score 1 point of Constitution damage, for even armorclad knights can be battered down.
I was going to speak of the magic system, however, and there I am, carried away; I will only mention interesting combat maneuvers like the Decapitating Blow, which are available to characters regardless of class, and extra fighting options for the fighter classes. There are other, less noticeable but in the long run more important innovations here as well. For example, every week all characters lose - they are assumed to have spent, that is - 50% of their savings over 50 silver pieces. The in-character rationale is that larger-than-life characters, and the Conan RPG abounds in those, spend widely. Conan himself, as we remember, threw coins left and right. The out-of-character reason is that if the characters could simply loot a tomb and wisely retire on the gains, that would be the end of their adventuring. Characters are encouraged to invest in equipment or magical creations instead. Also notice how it is silver pieces and not gold - surely a move in the right direction currency-wise.
Another wonderful element is that healing magic doesn't exist and while there are several ways for characters to elude death, one of which is to override it completely by expending a Fate point, once you are dead, that's the end of it. So much for friendly clerics! I'm giving these examples because they show that the Conan RPG is a well thought-out and sensible game in most respects, with some exceptions like the horse damage resistance.
Onward to magic! What can I say? This is what D&D spellcasting should have been. The spell list is not too long, although you can easily enough drag a spell from a Conan book into this system. The spells are relatively powerful, most require only Verbal and Somatic components and Material ingredients aren't designed to to empty your purse.
All the magics are arranged into Styles (schools). The Hypnotism style, for example, has mesmerizing tricks that are available early on and that would be high-level in D&D. Here it doesn't take years of adventuring before you can be the Socrerer and turn make a guard or several into brainwashed zombies at your beck and call, but neither can you fire off spells at every tun, thus cheapening the effect. Spells cost Power Points, and no wizard has too many of those, even though it is possible to go into the negative at the risk of fatigue. Spell Points are slowly recovered, but Mongoose unabashedly presents a wide gamut of means for regaining them and acquiring a temporary heap of new ones. You can sacrifice people, in game terms, by delivering a coup de gras to a helpless creature or, better yet, by torturing it to death, or you can inhale the narcotic fumes of Black Lotus.
You can also make pacts with eerie entities and demons which, however, will tend to increase your Corruption score, eventually making the sorcerer so obviously inhuman not just in thought but in appearance that he will have to go NPC. To the careful player, however, even this presents unique opportunities: if you manage to avoid crossing the final threshold, you can be a paragon of vice, whereupon you'll get to add your Corruption score to Intimidate checks, even when dealing with demons! Other rules make sure magic remains your obssession, since you begin to lose power if you become distracted with love or worldy pursuits. The wonderfully amoral game practically bedazzles with excellent, sinister ways of running a sorcerer - although if you really want to, you can try to stay "white." There are fairly innocent tricks like prestidigitation or non-magical mesmerism.
Ensorcelled items are rare and very expensive and hard to make, they tend to have specific bonuses rather than confer a wide range of benefits. Created minions acquire Corruption until they turn on you and so on. Still, magic can save an entire adventure, although its main goal, I believe, is to emphasize the lush and exotic nature of the setting. Hyboria is fairly low-magic but deadly and serious; you'll not find any of the cheese from D&D paperbacks in Howard's succint, vivid tales which have been influenced, as any fan will tell you, by H.P. Lovecraft's Cthulhu mythos. Horrid things lurk in ancient ruins, vampires stalk their own tombs, cannibals feast on strangers, memories of Acheron still waff of fear, but there is also zest, drink, women and plenty of great steppes, seas and jungle to cross beneath an open sky. Your best friend, as befits Conan fiction, is a good trusty sword or bow.
I must say I wish Mongose did not stick with the "canon" texts by Howard but allowed materials from the "first wave" of pastiche writers, like Sprague de Camp, who added to Hyboria with reason and restraint.