When Cities was first published in 1979, little did anyone involved with the project dream where it would lead. Now there is a company, Midkemia Press, where once a group of friends thought they might 'break even' with a new gaming aid. now there are two cities (Carse by Abrams and Abrams, and Jonril by A. Abrams and Feist), a large town (Tulan of the Isles by Feist and S. Abrams) and its companion underground adventure (The Black Tower by Guinasso and S. Abrams), a collection of small towns (Towns of the Outlands by Edwards, Devin & Young), and a host of other new products coming soon. All these are complements to Cities, the first publication. As with any first product from a new company, comments from users and further experience on our part has pointed out possible improvements. Therefore, in this second edition, we have expanded existing tables, increase the ease o use, vastly improved the art, and included an entirely new section designed to aid in populating each Gamesmater's own villages, town and cities. Nothing from the first edition has been deleted. As always, we at Midkemia Press hope that this improved gaming aid will encourage more Gamesmasters to try their hand in running our favorite type of adventure -- the city.