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If you love D&D 3.5, never fear: what rules and options the Pathfinder rules don't update from 3.5 are still solidly compatible with Pathfinder. This means that if you love Psionics, you'll be pleased to know that the Psionics Handbook is as compatible with Pathfinder as it is with the 3.5 Player's Handbook. But as all the core races have been made both more interesting and more powerful, you might really start to enjoy playing that cleric . . .
Without further ado, the Pathfinder Upgrades:
Racial Stat Modifiers: Humans, half-elves and half-orcs all gain +2 to a stat of their choice. All the other core races receive +2 to two stats and -2 to one.
Optional Races: There are several additional base races which a GM may wish to allow, such as the Aasimar or Dhampir. These races have been balanced against the core races and as such receive no level adjustment.
Classes: All the core classes have been reworked to be more interesting and balanced against each other. There are also six new base classes with full progression that are designed to compliment the original eleven classes: Alchemist, Cavalier, Inquisitor, Oracle, Summoner and Witch.
Archetypes: All classes have the option of taking an 'Archetype' which replaces some class abilities with other, different abilities. For example, the Rogue Archetype 'Scout' gives up Uncanny Dodge and Improved Uncanny Dodge and gains the ability at 4th level to deal sneak attack damage if the Scout has moved at least 10 feet before the attack.
Favored Classes: Taking levels in your favored class gives you a bonus, rather than a penalty for multiclassing. This bonus takes the form of a choice between either a bonus hp or skill point at each level, or other unique bonuses depending upon race/class combination.
HPs and BAB: Hit Dice for classes have been brought into line with BAB. Low BAB classes get d6's, Moderate BAB classes get d8's, High BAB classes get d10's. Barbarians still gets d12s. No class has to suffer through d4s.
Feats: Some classic feats have been simplified and rebalanced. For example, Dodge now applies a +1 Dodge bonus to your AC against all opponents so there is no more need to declare who you are using it against.
Feat Progression: Feat progression is every 2 levels - all characters gain a new feat at 1st, 3rd, 5th, and 7th levels, etc
Skills: Several skills have been consolidated: Hide + Move Silently = Stealth; Balance, Tumble and Jump = Acrobatics; Search, Spot and Listen = Perception; Concentration is a unique ability casters automatically get that does not require skill ranks; Open Locks has been rolled into Disable Device, which is now based upon Dexterity rather than Intelligence; Linguistics is a new skill you can take where each rank gives you a new language, but it also has other uses.
Skill Ranks: Skill Ranks have been greatly simplified: Cross-class skills gain be gained without penalty, and no longer cost double to take a rank. However, Class Skills get a +3 misc bonus when you put your first rank into them. Also, at 1st level you don't start with 4x skill ranks, just 1x skill ranks. So the idea is that if, at first level, you put 1 rank into all class skills, you'll have the normal +4 bonus that you'd have in 3.5. At higher levels you gain extra skill points just like 3.5.
Spells: Many problematic and broken spells have been rebalanced. Examples include Glitterdust and Hold Person, which now allow a new save every round to throw off their effects.
Spell XP Cost: Spells no longer cost XP - instead they require a gold cost equal to 5x the former XP cost. Example: Permanency.
Shapechanging: Polymorph abilities are simplified and accessible earlier by three narrower spell types - Alter Self, Beast Shape, and Elemental Body. Of course, traditional Polymorph gives you the benefits of all three. All four of these have been tremendously simplified to modify (rather than replace) your own physical ability scores. Druid wild shaping is also based upon the new polymorph rules.
Character Death: You only die if your negative hp total is equal to (or greater than) your Constitution score, rather than simply 10. If you are dying, instead of a mere 10% chance to stabilize you get a Constitution check modified by how close to death's door you happen to be.
Level Loss: You *never* have to delevel your character, as you cannot lose or spend XP. Instead temporary and permanent negative levels simply give you -1 to all d20 rolls, and -5 total and current HPs. Even permanent negative levels can be removed with a Restoration spell.
The only book necessary to run a Pathfinder campaign is the Core Rulebook; but GMs may also appreciate having access to the Gamemastery Guide and Bestiary 1 and 2. GMs and Players both would benefit from access to the Advanced Player's Guide. All of these books are available at Paizo, or you can simply view the Pathfinder SRD.
Thanks for reading! If you have any questions, comments, clarifications or corrections, please feel free to post in this thread or send me a PM.
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