Pockets are all over in this bag!!! Three pockets in the front, three pockets inside (gingham lining is on interior of bag and changing pad) and an additional pocket in the back. Bag closes on top with a zipper closure. Changing pad and Cosmetic Purse are included with the purchase of this bag. It has metal feet on the bottom, no more dirty bottom diaper bag! Measures - (L) 15.0", (H)13.0", (W) 5.5"