Two Olympus SP-350 cameras (primary and back-up), Ikelite housing, dual handle tray, two rechargeable batteries, charger, and two camera cards (H 1GB & M+ 2GB). The camera and housing combination allow TTL with Ikelite strobes. I have used the system for a couple of years without any problems. Neither the cameras nor housing have ever been flooded. This is a great system to start out with and I encourage you to read a few threads on its performance underwater. Everything has been well cared for. I am upgrading to DSLR. $400. There is a Go Pro mount on top of the housing.