Olympus E-510 w/14-42mm & 40-150mm Sandisk compact flash 4gb extreme card Cover for both lenses and a hood. Olympus Carrying Bag Lithium ion battery usb cables battery charger shoulder strap manuals original box Olympus master software a/v cables The camera has barely been used - Maybe 5 times. No scratches/dents, never been dropped. Brand new condition. Sorry for the blurry pictures but only camera I have other than the Olympus is my camera phone. Asking for 450.