any rotating bearing and or pully, wires, cam cover seals waterpump and all new radiator. cost me about $1500 just in parts but it ran so smooth after that it was like new :) hey when you take everything appart be careful of rubber grommets that hold wires on to plastic parts sometimes they are hard to put on and take off and also when you get to pulling off the water pump you really need to pull because that thing is stuckon there with some ultra sticky stuff well good luck! :P