Abstract: An improved water mattress having a multi-layer top panel, the multi-layers consisting of at least two sheets of vinyl which are plastic heat sealed in a manner to provide small pillow shaped pockets, each such pillow having an internal layer of polyester or equivalent fiber material or a woven fabric material. The improved multi-layer top panel has utility in improving the hand or feel of the top panel as well as improving the appearance and useability of the water mattress. The multi-layer top panel also functions to improve the insulation of the mattress.