There are 163-game counters (79 orange goblins, 20 white wargs, 10 red dwarves, 10 blue men, 5 brown eagles, 32 green elves, 6 named characters, and one dark red SMAUG) and represent the biggest improvement over the first game. They are at least 3 times thicker, and are BLACK Print of the following colors: Dwarves-RED, Elves-GREEN, Men-Light BLUE, Eagles-TAN, Beorn-OLIVE, Bard-BLUE, Gandalf-GRAY, Elf King-Dark GREEN, Thorin & Dain-Brown, Goblins & Goblin King Bolg-ORANGE, Worgs-WHITE and SMAUG the Dragon-Dark RED. Each unit has a glossy silhouette "bust" and/or weapon printing (except the Eagles and SMAUG which have their full bodies) and COMBAT factors/Numerals.
NEW additions include Worg-Riders, HIDDEN movement, denoted Elves/Men ARCHERs-(optional rules), SMAUG the Dragon counter, and more detailed MORALE rules. The RULES booklet is 8-1/2 inches by 11 inches and includes a TSR Product Releases Page, as well as UNIT pictures at the top of the Terrain Effects Chart, with the Combat Results Table & Missile Effects Chart on the back page.