FIRST, THE CREAM SIDE OF THIS BAG IS IN PRISTINE CONDITION. THE EDGES ARE ALSO IN GREAT CONDITION. FLAWLESS ALONG WITH THE STRAPS WHICH ARE FABULOUS TOO. IT LOOKS BRAND NEW. NOW, THE WATERMELON SIDE. IT HAS SOME FLAWS. THE EDGES ON THAT SIDE HAVE A LITTLE WEAR, NOT RIPS OR TOEN, JUST TINY WEAR. WHAT ALSO LOOKS LIKE HAPPENED, IS THE WATERMELON COLOR LOOKS LIKE IT RAN IN SOME AREAS OR IT IS JUST A COINCIDENCE THAT THE REDDISH TRANSFER IS THE SAME COLOR OF THE WATERMELON??? SO, TO WRAP IT UP, YOU ARE GETTING A PERFECT CREAM KATE SPADE AND FLIP IT IS THE WATERMELON KATE SPADE WITH SOME FLAWS. 16 X 12 X 6 APPROXIMATELY.