Looked like it coulld hold a lot in the picture but in reality the zippered pockets are quite small. I was really dissapointed in the thickness of the pad as well. A "thick" 1/2 inch of padding for the kids to sit on isn't a lot. Went on a trip with 15 other 4 wheelers and most of them had rear packs with huge pockets that had zippers AND a velcro flap plus a 2 inch pad...all for.about the same price as my skimpier pack. I'll just let my buddies carry my stuff around for me, until I sell this one and upgrade to something else. The pack does look cool and attached very easily.