Three pads. That's the totality of the padding inside the Giro Prolight helmet. Another reason why the Prolight is so feather-light. The set comprises of a left brow, a right brow, and a top pad. Like the Giro Ionos, the pads are made from X-Static, which has anti-microbial/thermodynamic silver fibers woven in. They shouldn't get stinkerific easily, and when they do; they're easy to wash. Pads do wear out, and when they do, we've got the pads right here. The Dudley Do-Rights will probably get the extra set when they buy the helmet and then store them in the box until needed. The rest will rely on us to do the storing of the (someday their) Giro Prolight helmet pad set.