Abstract: A cover assembly for a bed of a pickup truck has a continuous perimeter frame with a front member for resting on the front wall of the bed, two parallel side members for resting on the side walls of the bed and a rear member for extending over the tailgate. A beam member extends between the front and back members of the perimeter frame midway between the side members and parallel thereto. A pair of cover panels are pivotally connected to the beam member for upward and downward pivoting. Each cover panel spans an area between one side member and the beam member when pivoted downwardly in a generally horizontal position.