This phone is fabulous! Yes, it only comes with a 128mb memory card, but you can upgrade to 4gb from what I've read (curious if it works with the new 8gb pro duo cards coming out now).I love the mp3 player, it works just like an ipod. The headphones sound absolutely great and they work really well when someone calls while you're listening to music (not to mention the radio feature as well, which is very nice). To upload music, I don't even use the usb that comes with the phone, that takes FOREVER, instead I just eject the memory card from the phone (very easy access to it) and pop it into my computer - direct transfer speeds that way is a fraction of the time.Because its from Cingular you are missing some of the phone's best features, I flashed mine the first day I got it and now it works with everything. Don't ask me how, just google flash w810i and you'll find all the info you need.I hope you enjoy the phone, for me it was an easy pick. I'm not even going to get into the other features (like the camera) because they have been more than adequately covered in these reviews.