3/8 drill, 5 1/2" circular saw, adjustable worklight, 2 batteries, battery charger, manuals for the saw and worklight and Ryobi carrying case. Every thing works fine but you need to buy a circular blade for an 3/8" arbor that has a two flat sides and two round sides. I used to buy the ones from Ryobi and I knew they would fit, even though sometimes a straight round arbor blade works okay.