2 shoulder straps. One front and back exterior pockets and 2 side exterior pockets. 2 top zippered compartments up by the straps. Main compartment closes with a magnetic clasp. 2 interior open pockets and 1 interior zippered pocket. Is it possible to have too many pockets??? Maybe, as I just found a receipt I had been searching for when I cleaned this out to sell. Soft leatherish outside material and straps. Silver hardware and zippers. Why am I selling this if it's so cute? Oh yeah, no more storage space. I think I need a house just for everything I use to decorate myself with.