8-K

                                  UNITED STATES

                       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):  May 20, 2005

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

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

                121 Gray Avenue, Santa Barbara, CA              93101
            (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (805) 963-8727

                                 Not Applicable
             (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):


__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b)
   under the Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
   Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01         Entry into a Material Definitive Agreement

         On May 20, 2005, the registrant's wholly owned subsidiary, The Walking
Company, entered into an Asset Purchase Agreement to acquire certain assets and
assume certain liabilities of the Footwooks Division of Bianca of Nevada, Inc.
for a purchase price of $10 million. The closing of the transaction is subject
to customary conditions and is expected to be completed within the next 45 days.
The purchase price is subject to an inventory adjustment prior to closing. The
purchase price will be paid by the delivery of $7 million cash at closing and
the balance over three years. The registrant has issued a press release attached
as Exhibit 99.1 to this report which is incorporated herein by reference.

ITEM 9   -        Financial Statements and Exhibits

         (c)      Exhibits

                  99.1     Press Release dated May 23, 2005.


                                   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 thereunto duly authorized.

                             BIG DOG HOLDINGS, INC.


DATED:  May 23, 2005

                             By:  /s/ Anthony J. Wall
                                  __________________________________
                                  Anthony J. Wall
                                  Executive Vice President



                                  Exhibit Index


                        Exhibit              Description

            ----------------------------     --------------------------------

                         99.1                Press Release dated May 23, 2005

EX-99.1 ADDITIONAL E

                                                                Exhibit 99.1
For Further Information:

Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, California 93101
www.bigdogs.com

CONTACT:
Andrew Feshbach
(805) 963-8727


                    THE WALKING COMPANY TO ACQUIRE FOOTWORKS

Santa Barbara, CA, May 23, 2005: Big Dog Holdings, Inc. (NASDAQ: BDOG;
www.bigdogs.com, www.thewalkingcompany.com) today announced that its subsidiary
The Walking Company ("TWC") has signed a definitive agreement to purchase the
assets of Footworks, a division of the privately held shoe retailer Bianca of
Nevada, Inc., for approximately $10 million. TWC is the leading specialty
retailer of high-quality, technically designed comfort shoes and accessories.

Footworks operates a chain of 8 retail stores selling comfort shoes and
accessories. Footworks' operations are focused on high-visibility stores in
Las Vegas, Nevada. The purchase is subject to standard contractual
contingencies and is expected to close within 45 days. Following closing, TWC
will largely convert the stores to "The Walking Company" stores.

Commenting on the announcement, Andrew Feshbach, Chief Executive Officer of Big
Dogs, said: "This is part of our plan to expand the operations of The Walking
Company. The acquisition of Footworks is a strong start to that through the
acquisition of these high-profile locations."

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 approximately 180 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.

Statements contained herein that relate to the Company's future performance,
including the satisfaction of contingencies and closing of the acquisition, are
forward-looking statements within the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based on current
expectations only, and are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. Other factors
affecting the Company's operations, markets, products, services and prices as
are set forth in its 2004 Annual Report on Form 10-K, including those described
under "Forward-Looking Statements and Risk Factors." The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.