Handspring Visor Prism PDA with docking station, computer USB interface cable, charger, 3 software CDs (Handspring, Palm Desktop, and Documents To Go 4), case and stylus. Cobalt blue. Color screen. Has original box (but not box inserts). Plugged in charger, placed unit on docking station and it went through setup. The MemPlug adapter is for Compact Flash cards.