Canon EOS 5D 12.8 MP Digital SLR Camera Canon EF 24-70MM F/2.8 L Canon EF 70-200mm F/ 2.8L (IS USM Telephoto Zoom lense) Extra battery, one 8 gig memory, one 2 gig memory. All software, and boxes come along with it. I have the speedlite 580EX II FLASH as well; make me a offer, its still new in box. I'm looking for Nikon D200 or anything higher end. I've tried a buddys D200 and I liked it. I've got my taxes back so I have cash ready to add. Please post if you have a trade or PM me.