42 spools of 40 Wt. Rayon thread on 250 yd. spools, two spools of Holoshimmer Metallic thread on 250 yd. spools, one 440 yd. spool of PolyLite thread, two 475 yd. spools of Sulky Bobbin thread, and eight Embroidery Designs on a CD. The perfect holiday gift for all of your sewing friends - and don't forget to include yourself! These Holiday Spoolies are sure to put you into the holiday spirit.