100% cotton twill covered with a clear PVC overlay on the top half. Black microfiber on the bottom half. Bag features two outer side bottle pockets and a wide zippered pocket on both the front and back. Inside are two small pockets and one zippered pocket. A removable matching changing pad is also included. 8" handles. 28"- 56" adjustable shoulder strap. Size of bag measures 16"w x 11"h x 7".