SecProbe.io

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Mail Stop 3561
      September 23, 2005

Steven L. Day, Chief Executive Officer
Dover Saddlery, Inc.
525 Great Road
P. O. Box 1100
Littleton, MA  01460

      Re:	Dover Saddlery, Inc.
		Registration Statement on Form S-1
      Filed August 26, 2005
		File No. 333-127888

Dear Mr. Day:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus cover page
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Since we may have
additional comments once you provide this information, please
allow
us sufficient time to review your complete disclosure before you
distribute preliminary prospectuses.

Inside front cover page, page i
2. It appears that you will include graphics as part of this
prospectus.  Please provide us with copies of the graphics.  As in
the prior comment, please allow us sufficient time to review the
graphics before you distribute preliminary prospectuses.
3. Please revise to eliminate the duplicative first and final
paragraphs on this page.

Prospectus Summary, page 1
4. We remind you that the summary should provide a brief overview
of
the key aspects of you and the offering.  As currently drafted,
your
summary is too long.  Please revise accordingly to eliminate
unnecessary repetition and information that is not so material as
to
merit summary disclosure.
5. Please provide us with annotated support for the qualitative
and
comparative statements contained in your document.  As two
examples
here in the summary, you indicate you offer the largest selection
of
exclusive and semi-exclusive products in the industry and that you
are one of the few nationally recognized retail brands in the
industry.  Additional examples are found in the Industry
subsection
on page 48.  To the extent any statement represents management`s
belief, please tell us the basis for that belief.  To the extent
you
are unable to provide support, please delete the qualitative and
comparative statement.  Finally, to the extent that any statement
was
prepared for you in connection with this offering, please consider
whether expert disclosure and a consent is appropriate.

Overview, page 1
6. In the first paragraph, please revise to clarify that the "two
million names of equestrian enthusiasts" do not represent actual
customers, and that you have had approximately 200,000 customers
within the past 12 months.  We note the bottom of page 2 in this
regard.
7. We note in the fourth paragraph and elsewhere in the base
summary
you cite EBITDA growth rates.  The use of non-GAAP measurements is
not appropriate in the base summary.  Please revise to delete or,
alternatively, cite net income growth instead.  Also, with respect
to
either GAAP-based growth rate you cite, please state the actual
amount of revenues or net income generated during the relevant
periods.

Summary Historical Financial Information, page 6
8. In addition to the prior comment, we note that you present
EBITDA
throughout the document.  In each instance, you state that you use
EBITDA to "determine our compliance with some of the covenants
under
our revolving credit facility and subordinated notes."  This
implies
that EBITDA is used as a liquidity measure.  If EBITDA is a
liquidity
measure, Item 10(e)(1)(i) of Regulation S-K requires you to
reconcile
the measure with the most directly comparable financial measure
calculated and presented in accordance with GAAP.  Although you
include a reconciliation of EBITDA to net income as a financial
measure, if EBITDA is also used as a liquidity measure, you should
reconcile to operating cash flows or whatever directly comparable
cash flow measure exists in GAAP.
9. Please revise your disclosure to balance your presentation of
capital expenditures with disclosure of cash flows from
operations,
cash flows from investing activities, and cash flows from
financing
activities.

Risk Factors, page 8
10. As currently drafted, this section includes many risk factors
that could apply to any company.  For example, all three of the
full
risk factors on page 14 appear generic.  Please revise throughout
this section to eliminate generic risk factors or clearly explain
how
they apply to you, your industry, your offering, etc.

Risks Related To Our Business, page 8
11. Please revise throughout this subsection to better group like
risk factors together.  As one example, the first full risk factor
on
page 11 and the final risk factor on page 13 appear similar.
Alternatively, as part of your grouping revisions, please consider
whether similar risk factors are unnecessarily duplicative.

Use of Proceeds, page 23
12. We note that on August 25, 2005 you entered into a redemption
agreement that obligates you to purchase Citizen Ventures`s shares
for $6.0 million.  It appears also that Citizen Ventures may be a
selling shareholder in this offering.  Please tell us whether your
use of proceeds will include the necessary payment under the
redemption agreement.  In this regard, we note that the Liquidity
and
Capital Resources subsection starting on page 37 does not discuss
the
redemption agreement obligation.  Please revise there as
applicable.

Management`s Discussion and Analysis . . . , page 30

Results of Operations, page 32
13. In the period-to-period comparison discussions on pages 33-35,
please revise to add an entry for net income.
14. Please quantify the amount that you reduced transportation
costs
as noted in your discussion of gross profit on page 33.

Critical Accounting Policies, page 40
15. Your discussion of critical accounting policies should include
quantification of the underlying accounts and a discussion of
changes
and trends associated with the underlying accounts.  For example,
your discussion of merchandise inventories should quantify the
amount
of expenses that you recorded in each period for allowances and
discuss any trends or significant changes.  Your discussion of
revenue recognition should highlight any changes in historical
sales
return rates or the lack of any changes.
16. It is not clear why pre-opening store expenses and segment
information would involve a critical accounting policy.  Please
tell
us what significant judgment and estimates are required in your
accounting for these items.  This disclosure may be more
appropriate
elsewhere in your filing.  Additionally, to the extent that there
have been significant changes in these policies, these changes
should
be quantified and discussed in the Management`s Discussion and
Analysis section.

Principal and Selling Shareholders, page 69
17. Please disclose the person or persons who hold investment or
voting power of the shares owned by Citizens Ventures Inc.

Plan of Distribution, page 76
18. We note that the lead underwriter, WR Hambrecht + Co, LLC,
plans
to utilize its OpenIPO auction process.  Please provide us with
all
the OpenIPO auction process materials, including screen shots and
the
text of any communications the underwriters propose to use in the
electronic distribution.  We may have additional comments upon
review
of those materials.
19. Tell us whether you intend to reserve shares for sale to your
directors, employees, and others.  If so, please describe the
mechanics of how and when these shares were or will be offered and
sold to investors in the directed share program for this offering.
Please also describe the procedures investors must follow to
purchase
the offered securities, including how and when any communications
are
sent or received or funds are received by the underwriters or you.
Provide us with copies of all written communications with
prospective
purchasers about the directed share program

Consolidated Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-6
20. We note that you present borrowings on the revolving credit
facility net on the consolidated statements of cash flows.
However,
according to Note 3, "the revolving line of credit is due in full
on
December 11, 2006."  Additionally, you present payments on the
revolving credit facility as due in 2006 on the contractual
obligations table in Management`s Discussion and Analysis and as a
long-term liability on the balance sheet.  Please present
borrowings
and payments on the revolving credit facility gross on the
statements
of cash flows for all periods presented, or tell us how the
revolving
credit facility qualifies for net presentation.  See paragraphs
11-13
of FAS 95.

Notes to Consolidated Financial Statements, page F-7
21. We note that the accounts receivable balance increased by 155%
from $57,595 to $147,260 at December 31, 2003 and December 31,
2004,
respectively.  In addition, accounts receivable increased to
$797,298
at June 30, 2005, representing over 5% of current assets at that
date.  We note that inventory increased 11% from $8.3 million to
$9.3
million at December 31, 2003 and December 31, 2004, respectively.
In
addition, inventory increased to $10.3 million at June 30, 2005,
representing 73% of current assets at that date.  In light of
these
increases, tell us if you have an allowance for doubtful accounts
or
allowance for obsolete inventory at the balance sheet dates and
include Schedule II for all valuation and qualifying accounts in
accordance with Rules 5-04 and 12-09 of Regulation S-X.  If not,
tell
us why.  Specifically, include a Schedule II for the allowance for
doubtful accounts, allowance for obsolete inventory, sales returns
and allowances, and any other valuation and qualifying accounts
held
by you.

Note 2.  Summary of Significant Accounting Policies, page F-7

Segment Information, page F-8
22. We note that you have three primary revenue channels:
internet,
catalog, and retail sales.  Tell us how you determined that you
have
only one reportable segment addressing each of the criteria in
paragraph 10 of FAS 131 concerning operating segments.  If you
aggregate two or more operating segments into one reportable
segment,
tell us how you satisfied the aggregation criteria of paragraph 17
of
FAS 131 and advise us of your basis for aggregation.  See
paragraph
25 of FAS 131 for disclosure items.
23. On page 43 you identify three main product categories.  Please
tell us why you have not presented revenues for each of these
categories in accordance with paragraph 37 of SFAS 131.

Recent Accounting Pronouncements, page F-15
24. We note that the adoption of SFAS No. 123R is expected to have
a
material impact on your financial statements.  Please disclose the
potential impact of other significant matters that you believe
might
result from the adoption of the standard.  See SAB Topic 11:M.

Note 3.  Financing Agreement, page F-15
25. Please tell us the following related to your derivative hedges
that you use the short-cut method of assessing hedge
ineffectiveness:

* Tell us the specific terms of the derivatives used to hedge each
type of hedged item and explain how you determined those terms
match
the terms of the hedged items.
* For each type of hedged item, tell us how you considered the
guidance in paragraph 68 of SFAS 133 and DIG Issue E-6 in
determining
the effect that prepayment fees, put options and premiums paid on
embedded options had on your ability to apply the short-cut
method.

Note 6.  Stockholders` Equity (Deficit), page F-19

Preferred Stock, page F-19
26. We note that you classified convertible preferred stock and
the
put rights available to common and preferred stock holders in the
mezzanine between liabilities and stockholders` equity.  We also
note
that you accrete changes in fair value of the embedded put option
directly to equity.  Tell us in more detail what accounting
literature you followed in recording the issuance and subsequent
remeasurement of the common and preferred stock.  Specifically,
please address the guidance included in SFAS 133 and EITF 00-19.
27. We note that you accreted common and preferred stock put
rights
in the consolidated financial statements.  Please include the
following disclosure:

* The amount that would be paid and the fair value, determined
under
the conditions specified in the contract if the settlement were to
occur at the reporting date.  Include all assumptions and
estimates
used in the determination of fair value for the puts rights;
* How changes in the fair value of the issuer`s equity shares
would
affect those settlement amounts;
* The maximum amount that the issuer could be required to pay to
redeem the instrument by physical settlement, if there is a limit;
or
* That a contract does not limit the amount that the issuer could
be
required to pay, if applicable.

Stock Option Plan, page F-20
28. We note you have a stock option plan that permits shares to be
granted through the issuances of options.  We note that the
estimate
of fair value of the underlying stock at the grant date is at the
discretion of the board of directors.  Please disclose the
following
information.

* For the most recent fiscal year to the latest practicable date,
a
listing of options or other equity instruments granted to
employees
that indicate the date of grant/issuance, the exercise/purchase
price
and the amount of deferred compensation, if any, recorded on each
grant/issuance.
* Objective evidence of fair value of the underlying shares
supporting the options or share grants.  Such information would
include independent appraisals obtained prior to option grants or
any
other information that supports your determination of fair value.
Indicate whether the valuation you used to determine the fair
value
was contemporaneous or respective.  If you did not obtain an
independent valuation, indicate the reason management chose not to
obtain a valuation by an unrelated valuation specialist.
* A time line of company specific events that supports the
relative
increase/decrease in fair value of your equity securities based on
company specific milestones or other economic events.  Note this
time
line should culminate in the offering range initially discussed
and
currently discussed.
* Expand the Management`s Discussion and Analysis to disclose the
intrinsic value of outstanding options, vested and unvested, based
on
the estimated initial public offering price.
* Any other pertinent information necessary for us to make an
independent evaluation of your judgments/estimates surrounding the
issue of stock compensation.

      We may have further comment upon review of your response.

Exhibits
29. Please file all required exhibits - such as the underwriting
agreement, the legality opinion, and the redemption agreement with
Citizens Ventures - in a timely manner so that we may have time to
review them before you request effectiveness of your registration
statement.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provid