October 11, 2004



Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0308
450 Fifth Street, N.W.
Washington, DC  20549-0308

Attention:        Robert Burnett, Staff Accountant

                  Re:      Big Dog Holdings, Inc.
                           Item 4.01 Form 8-K filed October 1, 2004
                           File Number 0-22963


         This letter responds to your letter dated October 5, 2004 requesting
additional information and disclosures. Please find below our responses that
keys to your comments and provides additional supplemental information, if
applicable:

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.

Response
--------

We will amend the language as follows:

Big Dog Holdings, Inc. (the "Company") dismissed Deloitte & Touche, LLP
("Deloitte") as the independent auditor of the Company, effective September 29,
2004.

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.

Response
--------

We will amend the date of our report (the earliest event reported) to September
29, 2004.

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 and 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.

Response
--------

We will delete the disclosure language in our amended Form 8-K.

Lastly, per your request, the Company acknowledges the following:

o        the Company is responsible for the adequacy and accuracy of the
         disclosure in the filings;
o        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
o        the Company may not assert staff comments as a defense in any
         proceedings initiated by the Commission or any person under the
         federal securities laws of the United States.

The Company is hopeful that the foregoing responds adequately to your comments.
If you have any questions or need further clarification, please call me at
(805) 963-8727, extension 1264.


Sincerely,



/s/ Roberta Morris
------------------
    Roberta Morris
    Chief Financial Officer