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I have to say the only times I have really enjoyed a classless system (note: there were still some predefined/limiting race based skills/abils) was when the number of skills were limited.
A characters skills determined suitability for a profession.
1 Skill point was enough to learn a skill, but if you wanted to learn it beyond an amature level you had to spend a lot of time and points), you could improve a skill by use, but only up to a point (not strictly true, it did continue to improve, but at a rate of about 1/1000th of a pct per succesful increase), if you wanted to go up to the next bracket for that skill it would cost 5 skp, and then 10 to go to expert, then 20 to master, and so on... A character got 15skp to start and 1 per level. it was possible to be skilled in alot of things, but like the saying "Jack of all trades, master of none", and it worked, there were soldiers (swordsmen, spearmen, cavalry, pathfinders), craftsmen (carpenters, weaponsmiths, armoursmiths, blacksmiths, jewelers, chefs), joat's (Jack of all.... - who tended to be fairly useless except as bagage handlers), even a couple of sage type chars (extensive language skills), healers
Just an example I guess
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