Abstract: A waterproof truck bed cover for pick-up trucks having a fifth wheel attachment within the truck bed is disclosed comprising a rigid frame removably secured to the truck bed and extending between the bed walls to dwell approximately in the horizontal plane of the upper edges of the side wall with the frame having both rearwardly extending and transversely extending brace elements. Rigid panel elements are attached to the brace elements to cover the truck bed and the brace elements contain water drain channels or troughs therein connected to drain conduits having discharge ports located exterior to the truck bed so that water is effectively drained away from the truck bed cover through the drain channels, through the drain conduits and discharged remote from the truck bed. The panel elements cover the truck bed while the drain channels and drain conduits effectively run off the water to substantially waterproof the interior of the truck bed.