A zoom lens system which includes a first lens unit having negative refractive power, a second lens unit having positive refractive power and a third lens unit having positive refractive power, and is configured to change a magnification from a wide-angle position to a telephoto position by moving the second lens unit along an optical axis on the object side and moving the third lens unit along the optical axis in which said second lens unit consists of four lens elements including, in order from the object side, two positive lens elements and a negative lens element, and which can be focused by moving a third lens unit, and in which each lens unit is thin and which is thin as a whole, and an image pickup apparatus which uses this zoom lens system and has a shallow depth.