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Two pieces of (what look like) thick leather, bound near the edges by heavy thread. It just sounds like a tight leather sandwich. No wiggle room, indeed...for $28.00, all in. I have had great success with finding different pen & pencoil pouches at Jetpens. They offer a nice variety of heavy fabrics and vinyl holders with interior pockets, divisions, zippers for outside pockets, and SIDE GUSSETS! Many open very wide so you can get your hand inside to dig around for that one particular pen out of 20. If you really want a pouch for your pens and pencils, erasers, refills, and maybe even calculators, give these guys a look.