Abstract: The present invention provides a lightweight carryall for a beach towel, with additional storage space, in the form of pockets. This apparatus can be used with any towel, thus obviating the need to purchase special beach towel/tote bag combinations. Briefly, the apparatus is secured around a rolled towel, using straps which can be tied or secured using a fastener, such as Velcro®. The apparatus also has shoulder straps, which allow the apparatus and attached towel to be worn as a backpack, thereby freeing the user's arms and hands.