It's actually a very small box.

Inside the sexy box you'll find a whole lot of stuff:

• iRiver H320
• Sennheiser 'buds
• USB cable
• 1m mini-plug extendor cable thingy
• Charger
• Software CD
• Carry Case
• Dead-tree manual, Quick Start Guide, and Registration card

The box itself has a soft, sexy, velvety feel to it. In the box you'll find the unit itself, a thick manual, a CD with some sort of software for Win98 (okay, I'll read manuals, but check out CD's?  Phhht!), the charger, case, and some Sennheiser earbuds.  These don't sound too bad, but most folks will want to upgrade to better 'phones.  Because they were big, I just couldn't jam them into my ears deep enough to get a balanced sound.

Decent bundle of stuff.  I forgot the headphones.

FEATURES 

iRiver packed the H320 with a whole laundry list of features. The two things they left out are the kitchen sink and the cell phone. I expect those in the next generation.

Here's a quick hit-n-rundown of the features.

• Plays up to 600 hours of digital music
• 20GB of internal storage (but it's about 18.7GB outta da box)
• Large, vivid color display (if you think 2" is large, call me)
• Ultra-fast USB 2.0 transfers
• Supports secure transfers from Windows Media
Player™ at USB 1.1 speeds
• Rechargeable battery lasts up to 16hrs
• View JPEG or BMP images
• Built-in FM tuner
• Integrated voice recorder
• Record music from any audio source(no PC required)
• Supports MP3, WMA, ASF and OGG music files
• Store or transfer files of any type
• Enhanced 3D audio (SRS)

There's three or four more hidden compartments in there.

First off, for those who wish for lossless codec support, just what do you think this thing is?  Personally, I do wish for FLAC support, but in the end it's a portable music player.  Get over it.

DJ's will want to know, if they don't know already, is that the H320 still does not support gapless playback. This is invaluable if you're designing a set. There is a 'study' mode in which the H320 will skip to another song, without gaps. I thought it would be something cool that musicians could use like pitch-correct slow playback. But no! If gapless playback is of primary interest, you'll have to look elsewhere. It doesn't do that.