8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM 8-K
                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): January 27, 2005

                             BIG DOG HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                   0-22963                   52-1868665
    ----------------          ----------------           ------------------
    (State or other           (Commission File            (I.R.S. Employer
      jurisdiction                Number)               Identification No.)
   of incorporation)


   121 Gray Avenue, Santa Barbara, CA                     93101
  -------------------------------------           ---------------------
     (Address of Principal Executive                    (Zip Code)
                Offices)

                                 (805)963-8727
               ---------------------------------------------------
              (Registrant's telephone number, including area code)
            ------------------------------------------------------
         (Former name or former address, if changed, since last report)




                                TABLE OF CONTENTS
                                -----------------

   Item 2.02 Results of Operations and Financial Condition
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   Item 7.01 Regulation FD Disclosure
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SIGNATURES
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EXHIBIT INDEX
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EXHIBIT 99.1
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Table of Contents
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Item 2.02. Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended.

On January 27, 2005, Big Dog Holdings, Inc. issued a press release announcing
its sales results for the three months ended December 31, 2004. A copy of the
press release is attached as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

(c) Exhibits

        Exhibit 99.1 -  Press Release of Big Dog Holdings, Inc., dated
                        January 27, 2005.



Table of Contents
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                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                  BIG DOG HOLDINGS, INC.

Dated: January 27, 2005                           By:  /s/ Roberta Morris
                                                       ----------------------
                                                       Roberta Morris
                                                       Chief Financial Officer




Table of Contents
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                                  EXHIBIT INDEX

Exhibit
Number                             Description
- ------     ---------------------------------------------------------------
 99.1      Press Release of Big Dog Holdings, Inc., dated January 27, 2005

EX-99.1

For Further Information:

Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, California 93101
www.bigdogs.com
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www.thewalkingcompany.com
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CONTACT:
Laura Russell
Investor Information
(805) 963-8727, extension 1360 laurar@bigdogs.com

For Immediate Release:
January 27, 2005


                             BIG DOG HOLDINGS, INC.
                             ----------------------
                    REPORTS SALES FOR FOURTH QUARTER AND 2004
                    -----------------------------------------


SANTA BARBARA, CALIFORNIA--January 27, 2005--Big Dog Holdings, Inc. NASDAQ:
BDOG; www.bigdogs.com; www.thewalkingcompany.com), today reported sales results
for its fourth quarter and year ended December 31, 2004. The sales for the
fourth quarter and year ended December 31, 2004 include the sales from The
Walking Company ("TWC") which business was acquired on March 3, 2004. TWC is
the leading specialty retailer of high-quality, technically designed comfort
shoes and accessories.

Consolidated net sales for the fourth quarter were $55.7 million, a 61%
increase as compared to $34.7 million in the same quarter of 2003. Our
consolidated net sales increased primarily due to the addition of approximately
$23.4 million of revenue from our TWC operations. The Company had a total of
262 stores opened (188 Big Dog stores and 74 Walking Company stores) at the end
of the period, as compared with 203 Big Dog stores on December 31, 2003.
Comparable retail store sales increased 6.3% for the quarter (2.9% decline for
the Big Dogs chain and 21.2% increase for the TWC chain.) Consolidated net
sales for the year ended December 31, 2004 (which included 10 months for TWC)
were $161.4 million, a 56% increase, as compared to $103.8 million in 2003.
Comparable retail store sales increased 3.4% for the year (1.9% decline for the
Big Dogs chain and 12.7% increase for the TWC chain.) The Company is estimating
cash balances, net of debt, in excess of $3 million at year end. Gross margins
and operating expenses appear to be in line with the Company's expectations.
Final audited results, including net income, for 2004 will not be available
until late March 2005.

Commenting on the preliminary sales results, CEO Andrew Feshbach stated, "We are
pleased with the results of The Walking Company for the fourth quarter and for
the entire year. We believe the positive sales results are attributable to a
combination of factors but most notably the comparison against the financially
distressed condition of the company (operating under chapter 11) in the fall and
holiday period of 2003. Other factors leading to improved results include better
inventory on hand at the store level, new marketing initiatives and better
execution of our business in our stores and at the distribution center. In
regard to our Big Dogs business, we continue to see the same trends we have
experienced for several years. These include reduced traffic at outlet malls
and further retail price deflation in apparel particularly with basic
(non-graphic) merchandise.

Looking forward in 2005 we expect continued improvement and hope to achieve
additional comparative store sales increases and operational efficiencies. In
addition, we have begun to open new Walking Company stores with our first new
store opening in December in a suburb of Seattle, WA. We anticipate a new store
opening plan for 2005 of approximately 10 stores. At Big Dogs, we continue to
manage our cost structure in light of the lack of growth at the store unit
level. Also, we have begun a strategy to further shift our emphasis to
higher-margined graphic apparel and improved brand management and reduce our
reliance on planned markdowns and discounting."

Big Dog Holdings, Inc. consists of Big Dogs and The Walking Company. Big Dogs
develops, markets and retails a branded, lifestyle collection of unique,
high-quality, popular-priced consumer products, including activewear, casual
sportswear, accessories and gifts. The BIG DOGS(R) brand image is one of
quality, value and fun. The BIG DOGS(R) brand is designed to appeal to people of
all ages and demographics, particularly baby boomers and their kids, big and
tall customers, and pet owners. In addition to its 188 retail stores, Big Dogs
markets its products through its catalog, internet and corporate sales accounts.
The Walking Company is a leading independent specialty retailer of high quality,
technically designed comfort shoes and accessories that features premium brands
such as ECCO, Mephisto, Dansko, Birkenstock and Merrell among many others. These
products have particular appeal to one of the largest and most rapidly growing
demographics in the nation. The Walking Company operates 74 stores in premium
malls across the nation.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995-
This press release contains forward-looking statements that involve risks and
uncertainties. The statements contained in this press release that are not
purely historical are forward-looking statements, including without limitation
statements regarding our expectations, beliefs, intentions or strategies. The
factors that may affect the outcome of such forward-looking statements include
(i) changes in consumer preferences, (ii) factors affecting store traffic, (iii)
competition from other companies, and (iv) the ability to retain key personnel.
Further information on the Company's risk factors is contained in the Company's
quarterly and annual reports as filed with the Securities and Exchange
Commission.