SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934







                             Big Dog Holdings, Inc.
                                (Name of Issuer)



                                  Common Stock
                         (Title of Class of Securities)



                                                    089128-10-2
                                 (CUSIP Number)





CUSIP No. 089128-10-2      13G                                Page 2 of 5 pages


1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons Fred Kayne
         2)       Check the Appropriate Box if a Member of a Group
                  (a)      [  ]
                  (b)      [  ]


         3)       SEC Use Only


         4)       Citizenship or Place of Organization: USA


Number (5) Sole Voting Power: 5,962,500
of Shares
Beneficially (6) Shared Voting Power: 38,610
Owned
By Each (7) Sole Dispositive Power: 5,962,500
Reporting
Person With: (8) Shared Dispositive Power: 38,610

9) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,001,110


10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)


11) Percent of Class Represented by Amount in Row 9: 50%


12) Type of Reporting Person (See Instructions): IN













                                                           Page 3 of 5  pages


Item 1(a):        Name of Issuer:

                  Big Dog Holdings, Inc.


Item 1(b):        Address of Issuer's Principal Executive Offices:

                  121 Gray Avenue
                  Santa Barbara, California  93101


Item 2(a):        Name of Persons Filing:

                  Fred Kayne

Item 2(b):        Address of Principal Business Office or, if none, Residence:

                  Fortune Financial
                  1800 Avenue of the Stars, Suite 1112
                  Los Angeles, CA  90067

Item 2(c):        Citizenship: USA



Item 2(d):        Title of Class of Securities:

                  Common Stock


Item 2(e):        CUSIP Number: 089128-10-2



     Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a: (a) [ ] Broker or Dealer  registered under
Section 15 of the Act (b) [ ] Bank as defined in Section  3(a)(6) of the Act (c)
[ ]  Insurance  Company  as  defined  in  section  3(a)(19)  of the  Act (d) [ ]
Investment  Company registered under section 8 of the Investment Company Act (e)
[ ] Investment Adviser  registered under section 203 of the Investment  Advisers
Act of 1940 (f) [ ] Employee Benefit Plan,  Pension Fund which is subject to the
provisions of the Employee  Retirement  Income Security Act of 1974 or Endowment
Fund;  see  ss.  240.13d-1(b)(1)(ii)(F)  (g)  [ ]  Parent  Holding  Company,  in
accordance  with ss.  240.13d-1(b)(ii)(G)  (Note:  See Item 7) (h) [ ] Group, in
accordance with ss. 240.13d-1(b)(1)(ii)(H)



                                                          Page 4 of 5  pages

Item 4.  Ownership

     (a) Amount Beneficially  Owned:  6,001,110 (b) Percent of Class: 50% (based
on  12,100,350  shares  outstanding  as of 12/31/98)  (c) Number of shares as to
which such person has:  (i) sole power to vote or to direct the vote:  5,962,500
(ii)  shared  power to vote or to direct  the vote:  38,610  (iii) sole power to
dispose or to direct the disposition of:  5,962,500 (iv) shared power to dispose
or to direct the  disposition  of:  38,610 Item 5.  Ownership of Five Percent or
Less of a Class Item 6. Ownership of More than Five Percent on Behalf of Another
Person  Not  applicable  Item  7.   Identification  and  Classification  of  the
Subsidiary  Which  Acquired the Security Being Reported on By the Parent Holding
Company Not applicable Item 8.  Identification  and Classification of Members of
the Group Not applicable Item 9. Notice of Dissolution of Group Not applicable





                                                           Page 5 of 5  pages

Item 10.  Certification

 SIGNATURE

                  After  reasonable  inquiry and to the best of my knowledge and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.

Date:             February 12, 1999


Signature:        /s/FRED KAYNE

Name/Title:       Fred Kayne