One zippered pocket, one small open pocket, two medium pockets, one cell phone pocket and two pen holders with a top zipper closure. The Demi Base Bag is 7" (wide) x 14" (long) x 9.5" (tall). This is the Demi base bag in the Miche line. It can be changed with different outer shells to match your style and outfit. I have several listed for sale. Bundle for a deal. It is in used condition and has marks on the inside as pictured. Comes with a single handle.