Hmm, actually D&D doesn't work very well with Tolkiens Middle Earth. Firstly D&D is a system of constant increase, all of the numbers get bigger, the level based system just doesn't work with the degree of realism that Tolkien established in his works. Next, it takes a lot of work to change all of the creatures in order to make them fit, for instance many players would get pretty annoyed if they remembered that no living man may harm the Morguhl Lord. However, LOTR has influenced D&D (type VI Demons in 1st Ed where Balrogs etc). However, there was a rather good article on this in an old edition of White Dwarf entitled "Where and back again" (a pun on Bilbo's alternative title for The Hobbit), which discussed all of the then available game systems and the world in general, firstly, AD&D with the "oh, I've got another 84hp left, that was just a scratch" attitude just doesn't work. When a 5th level fighter can take more damage than a horse things get scary, also the AD&D monsters don't generally work (better give the Orcs more hit dice, slightly rework the Ents, totally redo the Trolls and Wraiths) and so basically is out of the question. MERP is more realistic but has it's downfalls: it's based on RoleMaster and as such concentrates on making magic available to everyone (not Tolkiens style at all). MERP 2nd Ed had the built in risk factor, this is because in the books Sauron notices magic and his attention is drawn to it, this is why the Istari (the very few wizards, all NPC major types) rarely use spells in order to avoid his attention. So MERP doesn't quite get the overall style or feel right but other than that is pretty much okay (apart from some of the more rediculous fumble chart results "you're character stumbles upon an imaginary deceased trutle and is understandably confused", their is only one recorded Turtle in Middle Earth and people often confuse him with an island, he's so large). Next I believe they discussed Rune Quest (a more suitable system, however, the monsters would need a little tweaking, and the magic system might need a whole lot of spells writing in) and a few others. As a note of possible interest Games Workshop (the company who still own White Dwarf magazine (the mag's gone down hill over the last 180 issues though

)) have bought the rights to make the "The Lord of the Rings" wargame, very little information is known about this but I suspect that it'll be simpler than the six different versions of Warhammer to date, and probably an entirely different system (rather like Warrior Knights which used troop ratios (another classic of theirs) to determine success).