Drill, charger and two 3.0 amp-hr. NiMH (nicad) batteries. I have not used this drill for several years but surprisingly the batteries can still be charged, though I haven't tested runtime. In its day this was an expensive, top-of-the line drill. It might be useful to someone who already has compatible batteries or wishes to repact the batteries. I will also (in a separate listing) be giving away this drill's little brother, a 12v Panasonic drill/driver with charger and two seemingly-dead batteries.