Midland LXT500PA with 2 walkie talkies, charging base, belt clips and instructions. Bought these used (they look new) earlier in the year for a specific rock hunting trip that we just returned from. Funny thing is I forgot to pack these because they were under some of my clothes.. I downloaded, printed and cut to size instructions from the Midland site. Runs off included battery packs or 3 'AAA' batteries (not included) per unit.