SecProbe.io

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Mail Stop 3561
      October 21, 2005

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

      Re:	Dover Saddlery, Inc.
		Amendment No. 1 to Registration Statement on Form S-1
      Filed October 5, 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.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. We note your response to comment 12 in our letter dated
September
23, 2005.  The revised disclosure and Exhibits 10.25 and 10.26
reflect that the redemption agreement was initially executed on
August 25, 2005 - the day before you filed this registration
statement - but closed on September 14, 2005, which is subsequent
to
the filing of the registration statement.  Please provide us with
an
analysis of whether the redemption agreement was completed in a
manner consistent with Rule 152 under the Securities Act.  In this
regard, we note that the Exhibit 10.26 letter agreement solely
amends
the closing date of the redemption agreement to September 14,
2005.
2. Also, we note in this amendment new disclosure and new exhibits
related to an amended and restated subordination agreement dated
September 16, 2005, which again is subsequent to the filing of the
registration statement.  In particular, we note that as reflected
in
Exhibit 10.32, you entered into a warrant purchase agreement to
sell
common shares subsequent to the filing of the registration
statement.
Please provide us with an analysis of whether the private warrant
purchase agreement for common shares should be integrated with
your
public offering of common shares.

Summary Historical Financial Information, page 4
3. We note your response to comment 8 in our letter dated
September
23, 2005.  However, in footnote (1) on pages 4 and 27, you still
disclose that, "we also use EBITDA to determine our compliance
with
some of the covenants under our revolving credit facility and
subordinated notes."  Please remove this reference or include a
reconciliation of EBITDA to operating cash flows or whatever
directly
comparable cash flow measure exists in GAAP.
4. We note your response to comment 9 in our letter dated
September
23, 2005.  Please revise your disclosures to include disclosure of
cash flows from operations, cash flows from investing activities,
and
cash flows from financing activities in addition to your
presentation
of capital expenditures.  Please ensure your presentation is
consistent with the Summary of Historical Financial Information on
page 4 and Selected Financial Data on page 26.

Critical Accounting Policies, page 39
5. We note your response to comment 15 in our letter dated
September
23, 2005.  Your discussion of changes and trends associated with
the
underlying accounts focuses strictly on reserves from the balance
sheet perspective.  Please also disclose changes and trends from
the
income statement perspective.  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.

Plan of Distribution, page 76
6. We note your response to comment 18 in our letter dated
September
23, 2005.  With particular regard to the supplemental "Open IPO
Auction Process Materials" you have provided us, please tell us to
whom and how you will deliver the final piece, which appears to be
a
targeted announcement.  In addition, to the extent you intend it
to
comply with Rule 134, please tell us why it is appropriate to list
your 1-800 number and website, and include the bottom portion`s
suggestion to forward the message to friends and family.

Commissions and Discounts, page 76
7. Please refer to the last sentence of this subsection.  Please
confirm that the information on websites maintained by any
selected
dealer or selling group members is limited to the electronic
prospectus and other information permitted by Rule 134.

The OpenIPO Auction Process, page 76
8. Please revise to disclose that you will deliver to bidders a
notice of effectiveness of the registration statement and of the
date
that the auction will close.  This notice is included in your
supplemental materials, but does not appear to be discussed here
in
the Plan of Distribution.  Also, please revise the notice and your
disclosure to clarify that this notice is sent when you request
effectiveness of the registration statement.

Reconfirmation of Bids, page 77
9. We note in the first paragraph under "Changes in the Price
Range
Prior to Effectiveness of the Registration Statement," you state
that
pre-effectively, you will provide notice of any change in the
price
range or the number of shares to be sold in the offering.  Please
revise the last bullet here under "Reconfirmation of Bids" to
clarify
whether you are referring to pre-effective pricing or post-
effective
pricing or both.
10. You indicate that, in the event you seek reconfirmations,
bidders
will have a minimum of four hours to reconfirm their bids.  Please
indicate whether this four-hour period begins to run at the time
the
request for reconfirmation is transmitted or at some other time.
Please also indicate whether reconfirmation notices will include
the
date and time of the closing of the auction.

Determination of Public Offering Price, page 79
11. We note in the second paragraph you indicate that, based on
the
results of the auction, you and Hambrecht may elect to change the
number of shares sold in the offering and that this may impact the
clearing price and change the dilution to potential investors.
Please explain what characteristics of the auction results would
lead
you and Hambrecht to change the number of shares offered based on
the
results of the auction.  Also, please indicate that any decision
to
reduce the number of shares offered may result in an increase in
public offering price and fewer potential investors receiving an
allocation of shares in the offering.
12. We note in the fourth paragraph you state that if sufficient
bids
are not received, or if you do not consider the clearing price to
be
adequate, or if you and the underwriter are not able to reach
agreement on the public offering price, you "may file with the SEC
a
post-effective amendment to the registration statement in order to
conduct a new auction."  Please revise to clarify your intentions
and
the timeframe for conducting a new auction.

Allocation of Shares, page 81
13. Please revise the last bullet in the list at the top of page
82
to indicate that, as a result of the initial rounding, Bid 3 was
reduced by a greater percentage of shares, not a greater number of
shares, than Bid 1.

Requirements for Valid Bids, page 82
14. You state that valid bids are those that meet the
requirements,
including account size, established by the underwriters and
participating dealers.  Please revise to clarify whether you are
referring to the $2,000 minimum amount to open an account or some
other amount.  Please tell us whether Hambrecht requires potential
investors to have an eligible account at Hambrecht in place by a
certain time in the auction process in order to submit a valid
bid.
Please also indicate how Hambrecht`s process differs from that of
participating dealers.
15. Please describe any material differences in eligibility,
suitability determinations or any other requirements among the
underwriters or participating dealers.  Further, please disclose
whether you will accept multiple bids.

The Closing of the Auction and Allocation of Shares, page 83
16. We note that the auction may close in as little as an hour
following effectiveness.  Further, we note in your supplemental
materials you state that investors must have sufficient funds to
cover the purchase of the securities by no later than the third
business day after the trade is executed.  Please revise the
disclosure to clarify when funding is required and how much time
investors will have to fund their accounts.  Please also revise
your
prospectus to state whether the auction may close pre-effectively.

Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-7

Stock Option Plan, page F-20
17. We note your response to comment 28 in our letter dated
September
23, 2005.  It appears that the fair value of your stock has
increased
by approximately 700% from the issuance dates of the options in
2004
until now.  Based on the timeline of significant value-enhancing
company events included in your response and company results over
that time span, it is not clear that the increase in fair value is
supported by the events that you have outlined.  Please provide us
with additional information to support such a significant increase
in
the fair value of your stock or record additional compensation
expense on the stock options granted during 2004.  In addition,
please 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.

*****

      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 provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact David Irving, Staff Accountant, at (202) 551-
3321, or Michael Moran, Accounting Branch Chief, at (202) 551-3841
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact David Mittelman, Legal Branch
Chief,
at (202) 551-3214 or me at (202) 551-3720 with any other
questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Justin P. Morreale, Esq.
	John J. Concannon III, Esq.
	Bingham McCutchen LLP
	Fax:  (617) 951-8736
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Steven L. Day, Chief Executive Officer
Dover Saddlery, Inc.
October 21, 2005
Page 5

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