Abstract: A pair of covers for the side walls of a pickup truck consist of an outer panel cover and an inner panel cover removably attached along an edge. The outer panel cover overlies the outside face of the side wall and the top rail, and fastens to the bottom edge of the side wall with specially shaped plastic hooks. The inner panel cover removably attaches to wall fasteners that in turn permanently attach to the inside face of the side wall forming part of the cargo bed. The two sides of the inner panel cover are made of materials with different textures, to allow the user a choice of surfaces for lining the bed. A number of tie-down straps provide points for securing a load in the bed. A strip of reinforcing material is attached to the outer panel cover along the section covering the top rail, and provides both stress relief and an attaching surface for the tie-down straps.