This is a high-quality bag! I just received it, and there's still too much snow on the ground here in MN to go for a ride, so I'll need to update this review when I've used the bag for a while.That said, I just wanted to give kudos to Saddlemen. This is an excellent design, very well executed. About the only real complaint I had was that I couldn't find dimensions for each compartment in the bag, which would have helped me determine whether my camera bag would fit in the main compartment.Here's the approximate measurements, in inches:Main Compartment -- 13wide x 12deep x 12highUpper Compartment -- 13w x 12d x 5hSide pockets (on each side) -- 9w x 2d x 10hFront pocket -- 13w x 10h x 2dSince this is soft-sided luggage (or semi-rigid), I can wedge my camera bag in the main compartment with a little room left over (it's a Lowepro backpack carrying two cameras, a few lenses, etc). If you put a full-face helmet in there, you'd be able to fit all sorts of other stuff.The top pocket (I didn't measure it) is plenty big enough to carry 15 highway maps, sunglasses, and summer gloves. The front pocket is big enough to carry a light jacket, pens/pencils, heck you could even fit a laptop in there if you had a smaller one (14" screen). Keep in mind, there's a laptop pocket inside the main compartment that's a much better option for carrying a laptop securely.I'm not sure the rain cover is gonna actually be watertight; it's pretty thin material. Looks like it's stitched well enough, so it shouldn't come apart or anything .. and it's got a couple straps for tightening it to keep it in place, plus the elastic drawstring on the bottom to close out moisture getting to it from the bottom.About the only thing "critical" I can say is ... the little padlock that comes with it is a joke. I expected that though, it's just like any other "lock" that comes with luggage. A strong tug would pull it apart... I didn't plan to use it, so it's not at all a big deal. If you want to be able to lock the luggage, small padlocks can be found that would resist being tugged open, although of course they're still only gonna keep honest folks out.All in all, I expect this to be a long-lasting, durable addition to my motorcycle. I typically put on around 12k a season, riding to/from state and national parks, and I'd expect this bag to last many seasons with little wear, if any. I plan to spend some more money on another Saddlemen bag, the S3500; with this BR3400, I'm pleased enough with the build quality and design features that I'll probably become a Saddlemen customer for life.**ADDED 7-14-2013**I've been using the bag now for around 2,000 miles of riding, mostly back-and-forth to work (50 miles at a time). I've had a chance to use it in rain, sun, even snow.This bag is excellent. The zippers are easy to use, which becomes important in a drenching rain, believe me!Sadly, a drenching rain does get thru this bag's rain cover -- easily. A normal or light rain won't be a problem, but if you're gonna be riding for 30 minutes or more in a downpour, get ready to have wet stuff unless you pack it in a garbage bag or dry bag.That said, the bag dries out quickly.The bag is really sturdy. It's so big that I ended up building a platform for the back of my bike, so the bag could sit behind the passenger backrest without sagging. I used a large kitchen cutting board, drilled some holes so I could attach it to my luggage rack.All in all, this bag is awesome. I wish that I'd bought two, this one is better than the Kuryakyn bag I also own / have reviewed.