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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>big.txt
<DESCRIPTION>BURNETT: LETTER DATED 10/5/04 RE ITEM 4.01 FORM 8-K FILED 10/1/04
<TEXT>

Mail Stop 0308

							October 5, 2004

Roberta Morris
Chief Financial Officer
Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, CA  93101

	RE:	Big Dog Holdings, Inc.
		Item 4.01 Form 8-K filed October 1, 2004
          		File No. 0-22963

Dear Ms. Morris:

    We have reviewed the above referenced filing and have the
following comments.  We welcome any questions you may have about our
comments.  Feel free to contact us at the telephone numbers listed at
the end of this letter.

1. You state that you replaced Deloitte & Touche; however, we do not
believe that this terminology meets the requirements of Item 304 of
Regulation S-K.  Please revise to state if you dismissed Deloitte or
if they resigned or declined to stand for re-election.  See Item
304(a)(1)(i) of Regulation S-K.

2. In the second, third and fourth paragraphs you make statements
with regard to disagreements, reportable events and consultations
that cover a time period "through the date of this disclosure."
Since the Form 8-K is dated September 28, 2004, and the event took
place effective September 29, 2004, this disclosure does not appear
sufficient.  Please revise all three paragraphs to clearly cover the
entire period preceding the resignation, declination or dismissal.

3. You include disclosure that the information in the Form 8-K and
Exhibit shall not be deemed filed for purposes of section 18 of the
Securities Exchange Act of 1934.  It is not clear that this language
is appropriate, please revise to delete that disclosure or advise why
it is appropriate.

Big Dog Holdings, Inc.
October 5, 2004
Page 2

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	Please file your amendment within 5 business days of the date of
this letter or advise us when you will file the amendment.  The
amendment should include an updated letter from your former
accountants indicating that they agree with the disclosures as
revised.

	Any questions regarding the above should be directed to me at
(202) 942-1809, or in my absence, to Robert Benton at (202) 942-1811.

							Sincerely,

							Robert Burnett
						            Staff Accountant

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