SC 13D

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Big Dog Holdings, Inc.

(Name of Issuer)

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

089128-10-2

(CUSIP Number)

Fred Kayne
c/o Fortune Financial
1800 Avenue of the Stars, Suite 310
Los Angeles, California 90067
(310) 591-0322

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 5, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 089128-10-2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fred Kayne
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,603,297
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  4,502,500
			10.	Shared Dispositive Power  100,797
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  4,603,297
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  50.1%
	14.	Type of Reporting Person (See Instructions) IN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jerry Kayne
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  100,797
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  100,797
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  1.1%
	14.	Type of Reporting Person (See Instructions) IN

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Item 1.	Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share (collectively, the “Shares”), of Big Dog Holdings, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 121 Gray Avenue, Suite 300, Santa Barbara, California 93101.
Item 2.	Identity and Background
(a)This statement is filed by (1) Fred Kayne and (2) Jerry Kayne.  Fred Kayne and Jerry Kayne are hereafter referred to individually as a “reporting person” and together as the “reporting persons.”
(b)The business address of Fred Kayne is:
c/o Fortune Financial 1800 Avenue of the Stars, Suite 310 Los Angeles, California 90067
The business address of Jerry Kayne is:
c/o Fortune Financial 1800 Avenue of the Stars, Suite 310 Los Angeles, California 90067
(c)Fred Kayne is a private investor.  Fred Kayne is also President of Fortune Fashions Industries LLC and Chairman of Big Dog Holdings, Inc.  Fortune Fashions’ principal business is sportswear manufacturing and its address is 4700 Boyle Ave., Vernon, California 90058-3021.  Big Dog Holding’s principal business is the manufacture and retailing of sportswear and related accessories and its address is 121 Gray Avenue, Suite 300, Santa Barbara, California 91301.
The present principal occupation of Jerry Kayne is private investor.
(d)Neither of the reporting persons has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)Neither of the reporting persons has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)Citizenship:
Fred Kayne – USA
Jerry Kayne - USA

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Item 3.	Source and Amount of Funds or Other Consideration
Fred Kayne used personal funds to purchase all Shares held by him personally through private transactions with the Issuer.
Jerry Kayne used personal funds to purchase all Shares held by him personally through private transactions with the Issuer.
Item 4.	Purpose of Transaction
The purpose of Fred Kayne’s acquisition of his Shares was for investment purposes and control of the Issuer.
Other than as described above, Fred Kayne has no current plans, and has not entered into any contracts, arrangements, understandings or relationships, which would relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  However, Fred Kayne retains his right to modify his plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations.
The purpose of Jerry Kayne’s acquisition of his Shares was for investment purposes.
Other than as described above, Jerry Kayne has no current plans, and has not entered into any contracts, arrangements, understandings or relationships, which would relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  However, Jerry Kayne retains his right to modify his plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations.
Item 5.	Interest in Securities of the Issuer
(a)Fred Kayne beneficially owns 4,603,297 Shares (50.1% of the outstanding Shares), including 100,797 Shares (1.1%) beneficially owned by Jerry Kayne.
(b)Fred Kayne has sole power to vote 4,603,297 Shares, sole power to dispose of 4,502,500 Shares and shared power to dispose of 100,797 Shares.  Fred Kayne shares the power to dispose of 100,797 Shares with Jerry Kayne.
Jerry Kayne has shared power to dispose of 100,797 Shares.  Jerry Kayne shares the power to dispose 100,797 Shares with Fred Kayne.

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(c)The following transaction in the Issuer’s common stock beneficially owned by Fred Kayne was effected during the past sixty days:

Transaction Date	Type of Security	Amount of Common Stock Acquired	Price Per Common Share	Where/How Transactions Effected
2/11/05	Common Stock	5,000 shares	$4.65	Use of personal funds to pay exercise price of options

(d)Not Applicable.
(e)Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On April 5, 2005, Jerry Kayne granted a proxy to vote all of his Shares to Fred Kayne.  Such proxy also provides that Jerry Kayne cannot transfer the Shares covered by it without the consent of Fred Kayne.  By virtue of such proxy, Fred Kayne and Jerry Kayne may be deemed to constitute a “group” as such term is used in Section 13(d)(3) of the rules and regulations under the Securities Exchange Act of 1934, as amended.  Jerry Kayne is the father of Fred Kayne.  Except for the proxy, the reporting persons have no agreement or other arrangement between them relating to the Issuer or securities of the Issuer.
Item 7.	Material to Be Filed as Exhibits

Exhibit	Document
99.1	Proxy by and between Jerry Kayne and Fred Kayne dated April 5, 2005.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 5, 2005	/s/ Fred Kayne
	Fred Kayne
	/s/ Jerry Kayne
	Jerry Kayne

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EX-99.1

Exhibit 99.1

PROXY

THIS PROXY (this “Proxy”) is dated as of April 5, 2005, by JERRY KAYNE (“Shareholder”), in favor of FRED KAYNE (“FK”).

RECITALS

As of the date of this Proxy, Shareholder owns beneficially and of record 100,797 shares of common stock, par value $0.01 per share, of Big Dog Holdings, Inc., a Delaware corporation (the “Company”).  As used herein, the term “Shares” shall refer to all such shares, which in the aggregate constitute 1.098% of the outstanding common stock of the Company, together with any additional shares of the Company’s common stock issued to or acquired by Shareholder prior to the termination of this Proxy.

As of the date of this Proxy, Shareholder desires to grant to FK a proxy to vote his Shares on the terms set forth below.

TERMS OF PROXY

In consideration of the mutual representations, warranties, covenants and agreements set forth herein and the parties hereto hereby agree as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

Shareholder hereby represents and warrants to FK as follows:

1.1Authorization.  Shareholder is an individual residing in the United States.  Shareholder has the power and authority to execute and deliver this Proxy, to consummate the transactions contemplated hereby and to grant the rights covered hereby.  This Proxy has been duly executed and delivered by and on behalf of Shareholder and constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

1.2Title to Shares.  Shareholder is the record and beneficial owner of the Shares and owns such Shares free and clear of liens, claims, charges, options or encumbrances or other rights of third parties of any kind or any proxy or voting restriction other than that granted pursuant to this Proxy.

1.3Revocation of Previous Proxies.  Shareholder hereby revokes all previous proxies granted with respect to the Shares.

ARTICLE II

TRANSFER AND VOTING OF SHARES

2.1Restriction on Transfer of Shares.  During the Term (as defined below), Shareholder agrees that he will not, without the prior written consent of FK:

(a)Deposit any of the Shares into a voting trust, enter into a voting agreement or arrangement or grant any proxy (other than this Proxy) with respect to any of the Shares.

(b)Enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer, pledge, grant of a security interest in or lien on or other disposition of or encumbrance on the Shares.

2.2Voting of Shares.  Shareholder hereby constitutes and appoints the FK, during and for the Term, as Shareholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, for and in Shareholder’s name, place and stead, (a) to call, attend and vote all Shares at any and all meetings of shareholders of the Company and any adjournments thereof, (b) to execute any and all written consents of shareholders of the Company and to vote all Shares, and (c) to represent and otherwise act as Shareholder could act, in the same manner and with the same effect as if Shareholder were personally present, at any annual, special or other meeting of the shareholders of the Company, and at any adjournment thereof, or pursuant to any written consent in lieu of meeting or otherwise, including without limitation, the election or removal of the directors of the Company and the calling of meetings for such purpose; provided, however, that such vote or consent in lieu thereof or any other action so taken shall be in accordance with the powers and rights granted to FK pursuant to, and shall be subject to the restrictions set forth in, this Proxy.  FK is hereby authorized to vote the Shares in accordance with the terms of this Proxy.

Shareholder hereby covenants and agrees that (i) he will not vote or take any action by written consent of shareholders in lieu of meeting on any matter which is subject to this Proxy without the prior written consent of FK, and (ii) he will promptly provide FK with copies of any shareholder notices given by the Company and received by Shareholder.

2.3Further Assurances.  Shareholder shall take such further actions and execute such further documents and instruments as may reasonably be requested by FK to vest in FK (or his designee) the power to vote the Shares and carry out the provisions of this Proxy.

2.4Term.  The term of this Proxy (the “Term”) shall commence of the date hereof and shall continue until April 5, 2015.

ARTICLE III

GENERAL PROVISIONS

3.1Severability.  If any term or other provision of this Proxy is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Proxy shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Shareholder agrees to negotiate with FK in good faith to modify this Proxy so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

3.2Entire Agreement.  This Proxy constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between Shareholder and FK, with respect to the subject matter hereof.

3.3Amendment.  This Proxy may not be changed, amended or modified orally, but only by an agreement in writing signed by each of the parties hereto.

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3.4Assignment.  This Proxy and the rights hereunder may not be assigned or transferred by FK, except with the prior written consent of Shareholder.

3.5Parties in Interest.  This Proxy shall be binding upon and inure solely to the benefit of FK, and nothing in this Proxy, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Proxy.

3.6Governing Law; Jurisdiction.  This Proxy shall be governed by, and construed in accordance with, the laws of the State of California.

3.7Interpretation.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Proxy as a whole and not to any particular paragraph or other subdivision.  No provision of this Proxy shall be interpreted or construed against either party solely because that party or its legal representative drafted such provision.

3.8Counterparts.  This Proxy may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Shareholder has caused this Proxy to be duly executed and delivered as of the day and year first written above.

/s/ Jerry Kayne

JERRY KAYNE

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