This bag has one large side pocket and two large pockets on the ends of the bag. The fabric is 1000 denier nylon cordura treated for water resistance which is very cut and abrasion resistant. The bottom is a polymer plastic. 2" web handles are sewn to the entire side of the bag with box "X" stitches at the top to secure them. The opening is a double zipper that allows easy access to the contents of the bag. The bag is lightweight but tough and can carry lots of lineman gear.