UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No.     )

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Dover Saddlery, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 6, 2009
and

PROXY STATEMENT

IMPORTANT

Please mark, sign and date your proxy
and promptly return it in the enclosed envelope.

Dover Saddlery, Inc.

P.O. Box 1100, 525 Great Road
Littleton, MA 01460

Notice of Annual Meeting of Stockholders
To Be Held May 6, 2009

DEAR STOCKHOLDERS:

The annual meeting of stockholders of Dover Saddlery, Inc., a Delaware corporation (“Dover” or the “Company”), will be held on Wednesday, May 6, 2009, beginning at 10:00 a.m. local time, at the Westford Regency Inn and Conference Center, 219 Littleton Road, Westford, Massachusetts 01886, for the following purposes:

1. To elect two Class I Directors to hold office for three-year terms, or until their successors are duly elected and qualified;

2. To ratify the selection of the independent registered public accounting firm for the fiscal year ending December 31, 2009; and

3. To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Only holders of record of shares of Dover common stock at the close of business on March 9, 2009, the record date for the annual meeting, are entitled to notice of and to vote at the annual meeting and adjournments or postponements thereof. Stockholders are cordially invited to attend the annual meeting in person.

By Order of the Board of Directors

Jonathan A.R. Grylls
Secretary

This Proxy Statement and the accompanying form of proxy card are being mailed beginning on or about April 15, 2009 to all stockholders entitled to vote. The Dover Saddlery 2008 Annual Report, which includes consolidated financial statements, is being mailed with this Proxy Statement.

Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 6, 2009: The Company’s Proxy Statement and Annual Report to Stockholders are available at http://investor.shareholder.com/DOVR/investor_materials.cfm

Please complete, date, sign and mail promptly the enclosed proxy in the return envelope,
whether or not you plan to attend the annual meeting.

YOUR VOTE IS IMPORTANT
Please sign and return the enclosed proxy, whether or
not you plan to attend the Annual Meeting.

Important:  The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the annual meeting. A pre-addressed envelope is enclosed for your convenience. No postage is required if mailed within the United States.

TABLE OF CONTENTS

Dover Saddlery, Inc.
P.O. Box 1100
525 Great Road
Littleton, MA 01460
978-952-8062

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 6, 2009

This Proxy Statement and the enclosed form of proxy are being mailed to stockholders on or about April 15, 2009 in connection with the solicitation by the Board of Directors (the “Board”) of Dover Saddlery, Inc. (the “Company”) of proxies to be used at the Annual Meeting of Stockholders of the Company to be held on Wednesday May 6, 2009, and at any and all adjournments thereof (the “Annual Meeting”). When proxies are returned properly executed, the shares represented will be voted in accordance with the stockholders’ directions. Stockholders are encouraged to vote on the matters to be considered. However, if no choice has been specified by a stockholder, the shares will be voted as recommended by management. Any stockholder may revoke his proxy at any time before it has been exercised by providing the Company with a later dated proxy, by notifying the Company’s Secretary in writing or by orally notifying the Company in person.

The Board has fixed the close of business on March 9, 2009, as the record date for the determination of the stockholders of the Company entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record on such date are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the record date, there were issued and outstanding 5,187,038 shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), entitled to cast 5,187,038 votes.

The By-Laws of the Company provide that the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. Shares of Common Stock represented by a properly signed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum. Abstentions and broker non-votes with respect to particular proposals will not affect the determination of a quorum. Thus, shares voted to abstain as to a particular matter, or as to which a nominee (such as a broker holding shares in street name for a beneficial owner) has no voting authority in respect of a particular matter, shall be deemed present for purposes of determining a quorum. Any stockholder who attends the Annual Meeting may not withhold his shares from the quorum count by declaring such shares absent from the Annual Meeting.

The Class I Directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Abstentions and broker non-votes as to these elections do not count as votes for or against such elections.

Votes will be tabulated by the Company’s transfer agent, StockTrans.

Voting of Proxies

All valid proxies received prior to the meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted FOR each of the nominees of the Board of Directors (Proposal No. 1), FOR the ratification of the selection of Vitale Caturano & Company, P.C. as independent auditors of the Company for fiscal year 2009 (Proposal No. 2), and as the proxy holders may determine in their discretion with respect to any other matters that properly come before the meeting. See “OTHER MATTERS.”

Quorum; Abstentions; Broker Non-Votes

In Proposal I for the election of directors, directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The required quorum for the transaction of business at the Annual Meeting is a majority of the shares of Common Stock issued and outstanding on the Record Date. Shares that are voted “FOR”, “AGAINST” or “ABSTAIN” in a matter are treated as being present at the meeting for purposes of establishing the quorum, but only shares voted “FOR” or “AGAINST” are treated as shares “represented and voting” at the Annual Meeting with respect to such matter. Accordingly, abstentions and broker non-votes will be counted for purposes of determining the presence or absence of the quorum for the transaction of business, but will not be counted for purposes of determining the number “represented and voting” with respect to a proposal.

PROPOSAL ONE

ELECTION OF DIRECTORS

The Board is divided into three classes, labeled Class I, Class II and Class III each containing, insofar as possible, an equal number of directors. Directors of each class serve for staggered three-year terms, with the term of one of the three classes expiring each year at the Company’s annual meeting of stockholders or special meeting in lieu thereof.

The Board currently consists of seven Directors: two Class I Directors, three Class II Directors, and two Class III Directors.

The Company’s current Class I Directors are Gregory F. Mulligan and William F. Meagher, Jr. Their terms as director will expire at the Company’s 2009 annual meeting of stockholders or special meeting in lieu thereof.

The Nominating and Corporate Governance Committee of the Board has selected for nomination, and the Board of Directors has approved the selection of nominees, Messrs. Gregory Mulligan and William Meagher for election as Class I Directors, to serve until the Company’s 2012 annual meeting of stockholders or special meeting in lieu thereof, and until their successors are duly elected and qualified.

The nominees have agreed to serve as directors if elected, and the Company has no reason to believe that they will be unable to serve. In the event that any of them is unable or declines to serve as director at the time of the Annual Meeting, proxies may be voted for such other nominee as is then designated by the Board.

The Directors whose terms expire at the annual meeting in 2010 and 2011, respectively, are: David J. Powers, Jonathan A.R. Grylls, and John W. Mitchell, Class II Directors; and James F. Powers and Stephen L. Day, Class III Directors.

Vote Required

The two nominees for Class I Director receiving the highest number of affirmative votes of the shares entitled to be voted for them shall be elected as directors. Votes withheld from any director are counted for purposes of determining the presence or absence of the quorum, but have no other legal effect under the Company’s By-Laws.

Recommendation

The Board recommends that you vote FOR the election of Mr. Gregory Mulligan and William Meagher as Class I Directors.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning each director and nominee for election as a director and each executive officer of the Company:

Name	Age		Position
Stephen L. Day (4)		63	Chief Executive Officer, President, Treasurer, Chairman
Jonathan A.R. Grylls(6)		44	Vice President, Chief Operating Officer, Secretary, Director
William G. Schmidt		59	Vice President of Operations
Michael W. Bruns		52	Chief Financial Officer
David J. Powers (3)(6)		59	Director
James F. Powers (1)(2)(4)		59	Director
Gregory F. Mulligan(1)(2)(5)*		55	Director
William F. Meagher, Jr. (1)(3)(5)*		70	Director
John W. Mitchell(2)(3)(6)		60	Director

*	Nominee for re-election as a Class I Director
(1)	Member of the audit committee.
(2)	Member of the compensation committee.
(3)	Member of the nominating and corporate governance committee.
(4)	Class III Director with term expiring at 2011 Annual Meeting.
(5)	Class I Director with term expiring at 2009 Annual Meeting
(6)	Class II Director with term expiring at 2010 Annual Meeting.

Stephen L. Day has been our President, Chief Executive Officer, Treasurer and Chairman of our Board of Directors since 1998. Mr. Day previously was the controlling member of EquiSearch.com LLC, a leading Internet equine content site. Prior to his acquisition of EquiSearch, he was the Chief Executive Officer of State Line Tack, Inc. from 1991 until the acquisition of State Line by PetSmart, Inc. He holds an MBA from Harvard University and a BS in Industrial Management from Purdue University. As an avid equestrian, he has founded two riding schools and trained many young horses to become successful show horses.

Jonathan A.R. Grylls has been our Chief Operating Officer and a member of our Board of Directors since 1998. Mr. Grylls currently serves as Vice President and Secretary. Prior to joining Dover, Mr. Grylls was Chief Operating Officer of Equestrian Products Corporation, a distributor of equestrian products, and held various other positions in MIS, sales, credit and operations at Eisers, the predecessor to Equestrian Products Corp. He previously was Vice President of Merchandising at State Line Tack, Inc. from 1992 until 1996. Mr. Grylls graduated from the University of Manchester’s Institute of Science and Technology with a BS with Joint Honors in Mathematics and Management Sciences.

Michael W. Bruns has been our Chief Financial Officer since August 2005 and joined our company as Corporate Controller in 1999. Prior to joining Dover, Mr. Bruns served as Vice President of Finance for CPS Direct, a communications marketing company from 1997 to 1999. He was Controller for Northeast Mobile Communications, a specialty retailer, from 1995 to 1997. Prior to that, he served as Director of Financial Reporting for St. Johnsbury Trucking Company and as Corporate Controller for R&S Corporation. He also was an Auditor for McGladrey Pullen & Co. Mr. Bruns holds a BA in Accounting and English from Simpson College, and is a Certified Public Accountant (CPA).

William G. Schmidt has been our Vice President of Operations since 2001. Prior to joining Dover, Mr. Schmidt held senior positions with catalog companies Duncraft, Bay Country Wood Crafts and

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Garden Way, and established the direct marketing division of Eastern Mountain Sports. Mr. Schmidt previously worked at State Line Tack, Inc. from 1991 to 1997 in various positions including Chief Financial Officer, Chief Operations Officer, Vice President and General Manager. He has served as President of the New England Mail Order Association and on the Board of Advisors for the National Catalog Conference and the National Catalog Operations Forum. He holds a BS in Accounting from Bentley College.

David J. Powers has served as a member of our Board of Directors since 1998. Mr. Powers co-founded Dover Saddlery in 1975 and held various positions there until 1998, including Vice President of Operations. He assumed responsibility for the development of Dover’s catalog business in 1982. Mr. Powers is a former member of the United States Equestrian Team. He holds a BA from the University of Pennsylvania. David Powers is the brother of James Powers.

James F. Powers was a founder, and President of Dover Saddlery from 1975 until 1998. Mr. Powers has served as a member of our Board of Directors since 1998. He is a former member of both the United States Equestrian Team and the 1972 U.S. Olympic Team. Mr. Powers is a current member of the USET Foundation Gold Medal Club and an active rider. He attended Babson College. James Powers is the brother of David Powers.

Gregory F. Mulligan has served as a member of our Board of Directors since 2004. Since 2002, Mr. Mulligan has been the President of Bay Capital Advisors, an investment banking firm. From 1996 to 2002, Mr. Mulligan worked as Managing Director at Citizens Capital, Inc., a mezzanine and equity investing company.

William F. Meagher, Jr. has served as a member of our Board of Directors since November 2005. Mr. Meagher was the Managing Partner of the Boston Office of Arthur Andersen LLP from 1982 until 1995 and spent a total of 38 years with Arthur Andersen. Mr. Meagher was a member of the American Institute of Certified Public Accountants and the Massachusetts Society of Certified Public Accountants. Mr. Meagher is a trustee of Living Care Villages of Massachusetts, Inc. d/b/a North Hill and the Dana Farber Cancer Institute and the Greater Boston YMCA. Mr. Meagher also serves as a director of SkillSoft Public Limited Co. and MAC-Gray Corporation.

John W. Mitchell has served as member of our Board of Directors since November 2006. Mr. Mitchell currently serves as Vice President and General Counsel of Aavid Thermal Products, Inc. (Aavid), a leading thermal engineering company headquartered in Concord, New Hampshire. For the past 11 years, Mr. Mitchell has co-led the corporate development function at Aavid and a group of public and private Aavid affiliates, with a particular focus in corporate governance, corporate finance, investor relations, mergers and acquisitions, commercial, compliance and legal. Previously, Mr. Mitchell practiced business law as a senior partner with Sulloway & Hollis, of Concord, New Hampshire.

The Company’s executive officers are elected by the Company’s directors and hold office until the first Board of Directors’ meeting after the next annual meeting of stockholders or special meeting in lieu thereof, and thereafter until their successors are chosen and qualified, unless a shorter term is specified in the vote appointing them, or until they sooner die, resign, are removed or become disqualified.

CORPORATE GOVERNANCE

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics, as required by The NASDAQ Stock Market LLC (“NASDAQ”), that applies to each of the Company’s employees, executive officers and Directors, including its principal executive officer, principal financial officer and principal accounting officer/controller. The Code of Business Conduct and Ethics is available on the Company’s website at: http://investor.shareholder.com/dovr/documents.cfm. The Company intends to satisfy any Securities and Exchange Commission (“SEC”) disclosure requirements relating to amendments to and/or waivers

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of the Code of Business Conduct and Ethics by posting such information on the Company’s website identified above and/or by filing or furnishing copies thereof as exhibits to its periodic filings with the SEC.

Board, Committee and Stockholder Meetings

During the Company’s fiscal year ended December 31, 2008 (“fiscal 2008”), the Board met or acted by unanimous consent a total of eleven (11) times. The Board currently has three standing committees, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, whose members are appointed by the Board for annual terms ending March 31 each year, coinciding with the filing with the Securities and Exchange Commission (SEC) of the Company’s Annual Report on Form 10-K for the preceding fiscal year. The Audit Committee met or acted by unanimous consent eight (8) times during fiscal 2008. The Compensation Committee met twice during fiscal 2008. The Nominating and Corporate Governance Committee (NCGC) met once during fiscal 2008. All incumbent directors attended at least 75% of the aggregate of the total number of meetings held by the Board and Committees of the Board on which he or she served.

It is the Company’s policy that all members of the Board attend the annual meeting of stockholders in person, although we recognize that directors occasionally may be unable to attend for personal or professional reasons. We generally hold a meeting of the Board near the same date as the annual meeting of stockholders, depending on the timing of the annual meeting of stockholders in relation to the release of the Company’s first quarter earnings and financial statements for the current fiscal year. The date of the annual meeting in fiscal 2008 was May 7, 2008. At that meeting, all directors attended the annual meeting of stockholders in person.

Board and Committee Independence and Member Qualifications

Board of Directors.  Periodically the Nominating and Corporate Governance Committee of the Board reviews the relationships that each director has with the Company and with other parties, and reports on that review to the full Board. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable NASDAQ rules and who the Board, upon the recommendation of the Nominating and Corporate Governance Committee, affirmatively determines have no relationships that would interfere with the exercise of independence in carrying out the responsibilities of a director, are considered to be independent directors. The Board has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which the Company’s board members are directors or executive officers (a Board member determined to be independent under such rules and based on such factors is referred to as being “Independent”) . After evaluating these factors, the Board has determined that five members of the Board who are not employees of the Company or any parent or subsidiary of the Company (each a “Non-Employee Director”, and as a group, the “Independent Directors”), comprising seventy-one percent (71%) of the whole Board, are Independent.

Audit Committee.  Under applicable NASDAQ rules, the Board is required to make certain findings about the independence and qualifications of the members of the Audit Committee of the Board. In addition to assessing the independence of the members under the NASDAQ rules, the Board also considers the requirements of Section 10A(m)(3), and Rule 10A-3 and Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934 (such review process conducted by the Board herein the “Qualifications and Independence Review” or simply, “Independence Review”).

As a result of its Independence Review in 2008, the Board determined that, with respect to the composition of the Audit Committee for the twelve months ending March 31, 2009, Mr. Meagher (Chairman) and Messrs. Gregory Mulligan and James Powers, in their capacity as members of the

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Audit Committee of the Board, were Independent. In addition, the Board determined that Mr. Meagher was an “Audit Committee Financial Expert” within the meaning of under Item 401 (h) of Regulation S-K and other applicable SEC rules, and that Messrs. Meagher, James Powers and Gregory Mulligan each had the financial sophistication and other attributes required under the applicable NASDAQ rules.

In early 2009, the Board conducted its annual Qualifications and Independence Review, in connection with its Audit Committee appointments for the twelve months ending March 31, 2010. Consistent with the recommendation of its Nominating and Corporate Governance Committee (sometimes herein, the “Nominating Committee”), the Board reviewed the qualifications and independence of that committee’s nominees to serve on the Audit Committee: Messrs. William Meagher (Chair), Gregory Mulligan, and James Powers. The Board has determined that each of these Directors, in his capacity as a member of the Audit Committee of the Board, is Independent. In addition, the Board has determined that Mr. Meagher is an “Audit Committee Financial Expert” within the meaning of under Item 401 (h) of Regulation S-K and other applicable SEC rules, and that each of Messrs. Meagher, Gregory Mulligan and James Powers has the financial sophistication and other attributes required under the applicable NASDAQ rules.

For more information about this committee and its functions, see “Information Concerning the Audit Committee and Auditors” later in this Proxy Statement.

Compensation Committee.  In 2008, the Board determined that Mr. James Powers (Chairman), Mr. John Mitchell and Mr. Gregory Mulligan, in their capacity as members of the Compensation Committee of the Board, were Independent In early 2009, the Board conducted its annual Qualifications and Independence Review, and determined that the following Directors are Independent, as proposed by the Nominating Committee to serve on the Compensation Committee for the twelve months ending March 31, 2010: James Powers (Chair), John Mitchell, and Gregory Mulligan. For more information about this committee and its functions, see “Compensation Committee Report on Executive Compensation” later in this Proxy Statement.

Nominating and Corporate Governance Committee.  In 2008, the Board determined that Mr. David Powers (Chairman), Mr. John Mitchell, and Mr. William Meagher, in their capacity as members of the Nominating and Corporate Governance Committee of the Board, were Independent. In early 2009, the Board conducted its annual Qualifications and Independence Review, and determined that the following Directors are Independent and appointed them to serve on the Nominating Committee for the twelve months ending March 31, 2010: David Powers (Chair), William Meagher, and John Mitchell. For more information about this committee and its functions, see “Information About Nominating and Corporate Governance Committee” later in this Proxy Statement.

Stockholder Communications

Stockholders may communicate directly with the members of the Board or the individual chairman of standing Board committees by writing directly to those individuals care of Secretary, Dover Saddlery, Inc., P.O. Box 1100, Littleton, Massachusetts 01460. The Company’s general policy is to forward, and not to intentionally screen, any mail received at the Company’s corporate office that is sent directly to an individual. Updates or additions to the Company’s policy on Stockholder Communications will be available on the Company’s website at: http://investor.shareholder.com/dovr/committees.cfm.

INFORMATION CONCERNING THE AUDIT COMMITTEE AND AUDITORS

For the twelve months ending March 31, 2009, the Audit Committee was composed of Mr. Meagher (Chairman), Mr. Gregory Mulligan and Mr. James Powers.

The Committee reviews the internal accounting procedures of the Company and is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent auditors. The Audit Committee meets privately with the independent registered public accounting firm, has the sole authority to retain and dismiss the independent registered public accounting firm,

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and reviews their performance and independence from management. The independent registered public accounting firm has unrestricted access and reports directly to the Audit Committee. Additionally, the Audit Committee has responsibilities and authority necessary to comply with Rule 10A-3(b) (2), (3), (4), and (5) under the Securities Exchange Act of 1934. These and other aspects of the Audit Committee’s responsibilities and authority are more fully described in the written charter for the Committee adopted by the Board. A copy of the Audit Committee Charter is available at the Company’s website at: http://investor.shareholder.com/dovr/documents.cfm.

Report of the Audit Committee

Change in Accountants

As reported in the Company’s 2008 Proxy Statement for its Annual Meeting of Stockholders, the Audit Committee’s charter requires it periodically review whether it is in the Company’s best interests to rotate the Company’s independent registered public accounting firm. The Audit Committee commenced such a process in the spring of 2008, and determined that it should solicit proposals from several firms. Ernst & Young LLP (EY) did not submit, for the Audit Committee’s consideration, a proposal to continue as the Company’s independent registered accounting firm. EY indicated to the Audit Committee that it would stand for re-appointment on terms substantially consistent with terms of its prior engagement, but would not submit a proposal that revalued its services at a lower price.

As previously reported in the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (SEC) on October 6, 2008 (the “Change in Accountants Report”), as the result of its review, the Audit Committee made and approved the decision to engage a new independent registered public accounting firm. On September 22, 2008, the Audit Committee of the Board of Directors (the “Audit Committee”) of Dover Saddlery, Inc. (the “Company”) approved the engagement of Vitale Caturano & Company, P.C. (“Vitale”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. The Audit Committee also approved the dismissal of EY as its independent registered public accounting firm effective September 22, 2008.

The reports of EY’s on the Company’s financial statements during the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

•  EY’s report on the consolidated financial statements of the Company as of and for the years ended December 31, 2007 and 2006 contained a separate paragraph stating that “As discussed in Note 2 to the consolidated financial statements, effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payments.”

•  EY’s report on the consolidated financial statements of the Company as of and for the year ended December 31, 2007 contained a separate paragraph stating that “As discussed in Note 2 to the consolidated financial statements, effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretations No. 48, Accounting for Uncertainty in Income Taxes.”

In connection with the audits of the Company’s consolidated financial statements for the years ended December 31, 2007 and 2006, and in the subsequent interim period through September 22, 2008, there were no disagreements with EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their reports.

In connection with the change in accountants, the Company requested EY to furnish it a letter addressed to the SEC stating whether it agrees with the above statements. A copy of EY letter dated October 6, 2008 was attached as Exhibit 16.1 to the Change in Accountants Report.

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During the past two fiscal years and subsequent interim periods immediately preceding September 22, 2008, the Company did not consult Vitale regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Further in connection with the change in accountants, the Company made the contents of Change in Accountants Report available to Vitale and requested it to review the disclosures therein and afforded Vitale the opportunity to furnish us a letter addressed to the SEC containing any new information, clarification of the Company’s expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304(a). Vitale informed the Company that it has reviewed the disclosures therein, and authorized the Company to report to the Commission that it does not have any new information or clarification of, and that it does not disagree with, the Company’s disclosures therein.

Responsibility of Audit Committee

As more fully described in its Charter, the Audit Committee is appointed by the Board to: assist the Board in the general oversight and monitoring of management’s internal controls over and its execution of the Company’s financial reporting process; arrange for the audit of the Company’s financial statements by the Company’s independent registered accounting firm and to assist in the oversight of such audit; and assist the Board in the general oversight and monitoring of the Company’s procedures for compliance with legal and regulatory requirements. The primary objective of the Audit Committee in fulfilling these responsibilities is to promote and preserve the integrity of the Company’s financial statements and the independence and performance of the Company’s independent registered accounting firm.

It is not the responsibility of the Audit Committee to plan or conduct the audit or to determine that the Company’s financial statements are complete, accurate and in accordance with accounting principles generally accepted in the United States (“GAAP”). Management has the primary responsibility for the preparation of the financial statements. The Company’s independent registered accounting firm is responsible for auditing those financial statements and expressing its opinion on whether the financial statements are fairly stated in all material respects in conformity with GAAP. In giving recommendations to the Board, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with GAAP, and (ii) the report of the Company’s independent registered accounting firm with respect to such statements.

The 2008 Audit

In fulfilling its responsibilities, the Audit Committee met with Vitale, the Company’s newly engaged independent registered public accounting firm for fiscal 2008, to discuss the scope of Vitale’s audit of the Company’s financial statements for fiscal 2008 and the results of Vitale’s examination.

The Audit Committee reviewed and discussed the Company’s audited financial statements with management and Vitale. The Audit Committee discussed with Vitale the matters required to be discussed by Statement of Auditing Standards (“SAS”) No. 61, as amended by SAS No. 89 and SAS No. 90, including a discussion of Vitale’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee received from Vitale the written disclosures and the letter required by Independence Standards Board Standard No. 1 and discussed these documents with Vitale, as well as other matters related to Vitale’s independence from management, the Audit Committee and the Company.

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Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the Company’s audited financial statements for the year ended December 31, 2008 be included in its Annual Report on Form 10-K for fiscal 2008, for filing with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

William F. Meagher, Jr. (Chairman)

Gregory M. Mulligan

James F. Powers

Relationship with Auditors

Vitale is the independent registered public accounting firm that has served as the Company’s principal independent auditors for the year ending December 31, 2008. A representative of Vitale is expected to be present at the Annual Meeting. This representative will have the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions presented at the Annual Meeting.

Principal Accounting Fees and Services

The aggregate fees for professional services rendered by Vitale during fiscal year ended December 31, 2008, and by EY for the first two fiscal quarters of 2008 and for the fiscal years ended December 31, 2007 and 2006, were as follows:

Description	2008		2007		2006		2005
Audit Fees(1)&(2)	$	186,750	$	237,000	$	220,000	$	210,000
Audit-Related Fees(3)	$	5,000	$	—	$	—	$	325,000
Tax Fees(4)	$	—		—	$	—		—
Unrelated Fees(5)	$	5,400		—	$	—		—

(1)	Audit Fees are fees for the audit of the Company’s annual financial statements and review of quarterly financial statements.
(2)	In respect of fiscal 2008, the Company incurred a total of $143,000 in Audit Fees to Vitale, and a total of $43,750 to EY.
(3)	Audit-Related Fees are fees (i) in 2005 for accounting and auditing services performed in connection with the Company’s IPO; and (ii) in 2008 for accounting services performed by EY in connection with (A) the Company’s responses to the SEC’s comment letter on the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and (B) the transition in the Company’s independent registered accounting firm from EY to Vitale.
(4)	Tax Fees are fees for tax compliance, tax planning and tax advice.
(5)	Unrelated fees paid to Vitale for IT support and training services, prior to retention as the Company’s auditor.

The Audit Committee has determined that provision of services by Vitale in 2008 to the Company not related to its audit of the Company’s financial statements, as described in footnote 5 to the above table (herein, “Unrelated Services”), was at all relevant times compatible with that firm’s independence.

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Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services, advice or audit services relating to internal controls, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. Specific services that were not contemplated by the annual budget may also be pre-approved, on a case-by-case basis, by the Audit Committee acting as a whole, or by a designated single member of the Audit Committee provided such services are then ratified, on at least a quarterly basis, by the Audit Committee acting as a whole.

Pursuant to such pre-approval policies, the Audit Committee pre-approved EY’s engagement to provide quarterly review services in respect of the first two quarters of fiscal 2008. Similarly, the Audit Committee pre-approved Vitale’s engagement to provide audit and quarterly review services for the third fiscal quarter of 2008 and full year ending December 31, 2008. Except as noted above with respect to the Unrelated Services, the Company did not engage Vitale to provide any advisory or other unrelated services in fiscal 2008. At the time management retained Vitale to provide the Unrelated Services, the Audit Committee was not involved in prior review or approval, because Vitale had not been engaged as the Company’s independent registered accounting firm.

In 2007, the Audit Committee pre-approved the provision of up to $10,000 in advisory services by EY in connection with the Company’s internal controls over financial reporting, but ultimately the Company never needed or received any such services. Except as noted in the prior sentence, the Audit Committee did not engage EY to provide any unrelated services in fiscal 2007. In prior years (specifically fiscal 2005), the Audit Committee pre-approved 100% of such services pursuant to paragraph (c)(7)(i)(A-B) of Rule 2-01 of Regulation S-X.

PROPOSAL TWO

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pursuant to the policies and procedures described above, under the heading, “Information Concerning the Audit Committee and Auditors”, the Audit Committee has selected Vitale Caturano & Company, P.C. as the Company’s independent registered public accounting firm for fiscal 2009. If the Stockholders fail to ratify this appointment, the Audit Committee will consider a replacement auditor if it determines such replacement is in the best interest of the Company.

Vote Required

The affirmative vote of a majority of the shares “represented and voting” will be required to approve this Proposal.

Recommendation

The Audit Committee, on behalf of the Board, recommends that you vote FOR the ratification of the selection of Vitale as the Company’s Independent Registered Public Accounting Firm

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INFORMATION ABOUT NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

General

For the twelve months ending March 31, 2009, the Nominating and Corporate Governance Committee (sometimes herein, the “Nominating Committee”) was chaired by Mr. David Powers (Chairman), and also served by Directors John W. Mitchell and William F. Meagher, Jr. Together, they carried out the Committee’s charter functions with respect to the Board’s nominees for election as Class I Directors and recommendations to the full Board for committee appointments for the twelve months ending March 31, 2010.

Where it retains the requisite independence under NASDAQ rules, the Committee identifies individuals qualified to become members of the Board, selects director nominees for each annual meeting of stockholders, recommends individuals to fill vacancies in the Board, develops and recommends corporate governance principles to the Board and is responsible for leading an annual review of the performance of both the Board as a whole and its individual members, as described below. These and other aspects of the Nominating and Corporate Governance Committee’s responsibilities and authority are more fully described in the written charter for the Committee adopted by the Board. A copy of the Nominating and Corporate Governance Committee Charter is available to security holders at the Company’s website at http://investor.shareholder.com/dovr/documents.cfm.

Nomination Criteria

Pursuant to its charter, the Nominating and Corporate Governance Committee is charged with reviewing the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and nominate candidates for election at the annual meeting of stockholders. In the case of incumbent directors whose terms of office are set to expire, this function includes review of each such director’s overall past service to the Company, including the number of meetings attended, level of participation, quality of performance, and whether the director continues to meet applicable Independence standards. Additionally, this function evaluates Board members whose terms of office are set to expire the following year, and includes seeking input from the Company’s Chief Executive Officer and Chief Financial Officer.

In selecting both incumbent and new director nominees, this function seeks candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who will be effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. Although this function has not established minimum requirements for director candidates, it will assess candidates’ strengths and weaknesses in at least the following categories: Marketing/Branding, Finance and Capital Markets, Specialty Retail, Technology, Entrepreneurship, Corporate Leadership, Diversity and Governance/Legal. The Committee will also consider such matters as a candidate’s ability to read and understand fundamental financial statements, whether a conflict or potential conflict of interest exists and the candidate’s independence from management. The Nominating and Corporate Governance Committee, or the Independent Directors of the Board acting in the Committee’s stead, may change the criteria it considers in potential director candidates from time to time. Exceptional candidates who do not meet all of these criteria may still be considered.

Nominations of Class I Directors for Election at 2009 Annual Meeting of Stockholders

Since January 1, 2009, the Nominating and Corporate Governance Committee met once, to carry out its responsibilities under the committee charter and in connection with its consideration and selection of nominees for Class I Directors.

The Committee recommended to the Board, and the Board approved and nominated Messrs. Meagher and Mulligan for election as Class I Directors, to serve until the Company’s 2012

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annual meeting of stockholders or special meeting in lieu thereof, and until their successors are duly elected and qualified.

Stockholder Recommendations and Stockholder Nominations

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, and does not alter the manner in which it evaluates candidates based on whether or not the candidate was recommended by a stockholder. Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by writing to The Nominating and Corporate Governance Committee, care of Secretary, Dover Saddlery, Inc., P.O. Box 1100, Littleton, Massachusetts 01460.

Stockholders may nominate director candidates by following the procedures described under the heading “Stockholder Proposals” later in this Proxy Statement.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

General

The principal objective of the Company’s Management Compensation Program is to compensate our executives in a fashion which will on the one hand provide them a base level of compensation at a fair market cost for average performance while on the other hand incentivize and reward them for above average performance. This is done by creating two basic components of compensation; a fixed base salary and an incentive bonus opportunity. The fixed base salary is always set and maintained at market by using salary studies such as the Mercer Multi-Outlet Retailer Compensation Survey and the Hewitt Associates Catalog Industry Survey (herein, the “Sector Compensation Studies”). Dover’s base salaries or wages are generally set at the average paid for like job descriptions and similar experience and qualifications.

The philosophies and objective of the Compensation Program for our Chief Executive Officer and our other three executive officers who served in such capacities during the fiscal year ended December 31, 2008 (the “Named Executive Officers” or “NEOs”) are the same as for all of our senior management: that is, competitive market-determined base salaries, combined with a performance bonus opportunity to earn in the upper quartile of total compensation as a reward for superior financial performance.

Subject to these objectives, the CEO negotiated his employment contract with the Board’s Compensation Committee in 2005; and the COO negotiated his employment contract with the CEO in 2005, subject to approval by the Compensation Committee. The CEO consulted the Sector Compensation Studies in establishing base salary and performance bonus targets for the CFO and Vice President of Operations, and reviewed these with the Compensation Committee before finalizing the compensation packages of those executives.

The Company’s incentive bonus program is based on the Company’s performance against certain targets for its Earnings before Interest, Taxes, Depreciation and Amortization, or EBITDA. Under the EBITDA incentive bonus program which is also available to other members of Senior Management, the bonus payout may be from ten percent to forty percent of base salary, but is directly tied to the EBITDA target and is approved by the Board of Directors on an annual basis. If seventy-five percent of the EBITDA target is achieved, then fifty percent of the EBITDA bonus is paid. Between seventy-five and one-hundred percent achievement, the bonus is calculated on a pro rata basis up to one-hundred percent.

Example:

•  Base salary 100,000

•  EBITDA bonus percentage available 20%

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•  EBITDA target approved by the Board 5,000,000

•  EBITDA target achieved 75% on 3,750,000

•  EBITDA payout 50%

•  Eligible bonus $20,000 (20% of 100,000)

•  Bonus earned $10,000 (50% of 20,000)

Fiscal Year 2008

The CEO and the COO operate under employment agreements, which establish their respective base salaries, based on the criteria set forth above, at $350,000 and $250,000, with no changes in 2008. Each employment agreement also establishes a range of performance bonuses opportunities for the CEO and COO ranging from 0-40% of their base salaries, depending on the percentage achievement of the Company’s EBITDA goals for the fiscal year. Copies of their employment agreements may be found as Exhibits 10.29 and 10.30 to the Company’s Registration Statement on Form S-1, as filed on August 26, 2005 with the Securities and Exchange Commission (“SEC”), as amended by Exhibits 10.34 and 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed on March 30, 2006 with the SEC.

In fiscal 2008, the Company did not pay out any bonuses to its CEO, COO or other named executive officers.

Stock Option Program

Dover Saddlery believes that in addition to the short term focus encouraged by the incentive bonus program, senior management should also have a longer term focus. This is achieved by having all of the members of the senior management be part of the Stock Option Program.

The Compensation Committee regularly meets during an open trading window in November each year to evaluate the year-to-date performance of the Company and of its Directors, Officers and other key employees, and to consider the grant of stock options under this program. The Committee sets the exercise price based on the NASDAQ closing price of the Company’s common stock on the date of its meeting, which is also the date of the option award, unless the Company is in the possession of material non-public information (MNPI), in which case the Committee either postpones the grant of all stock options, or postpones the award date until a later date when the Company is not in the possession of MNPI. The Compensation Committee considers the accounting and tax treatment of establishing the entire stock option pool at various levels, and considers the recommendations of the CEO for the specific award of stock options to all Named Executive Officers (NEOs) other than the CEO. During the course of 2008, the Compensation Committee had a continuing dialogue with management in order to establish the range of total potential option grants to all Directors, Officers and key employees. In November 2008, the Compensation Committee awarded 13,220 stock options to each of the Company’s NEOs, out of a total of 151,713 stock options awarded to all Company employees.

The Committee based its option awards to NEOs, relative to the awards to other employees, based on their continued year-to-year assessment of the relative contributions of respective senior management to the Company’s success. In addition, the Compensation Committee awarded 20,580 stock options to its Directors in fiscal 2008, as part of the Directors’ compensation program (see “Executive Compensation Discussion and Analysis — Directors’ Compensation” below). In each case, the Compensation Committee confirmed with management that the Company was not in the possession of MNPI on the dates of the option awards. All the stock options awarded in 2008 vest at the rate of 20% per year, in arrears, over five years. For all option awards, the date of the award was November 21, 2008. Consistent with regular policy, because the Committee completed its work following the close of the NASDAQ on the day of its regularly scheduled meeting on November 20,

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2008, the Committee awarded the options on the following day, November 21, 2008, with an exercise price equal to the closing price on the latter date as reported by NASDAQ.

All the NEO stock options granted in 2008 were incentive stock options (ISOs), with an exercise price equal to at least 100% of the closing price of the Company’s common stock on The NASDAQ Stock Market on the date of the award. The exercise price for all NEO option awards (other than to the CEO) was thus set at $1.24, the NASDAQ closing price on November 21, 2008, the date of the awards, and those options have a term of ten years. For the CEO, who is the holder of more than five percent (5%) of Dover’s common stock, the exercise price of his ISOs was set at $1.36, or 110% of the closing price on the date of the award, November 21, 2008, and his options have a term of five years.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 31, 2009, the Company obtains independent valuations of the estimated fair market value of each option grant, using a binomial lattice options pricing valuation method, to be amortized over the estimated life of the respective options. Accordingly, the Company booked a total combined non-cash share-based compensation expense of $159,000 in fiscal 2008, of which $57,820 is attributable to stock options granted to NEOs in their capacity as employees.

Directors’ Compensation

The Company’s Director compensation program has been in place since 2005, when the Board approved a recommendation by the Compensation Committee of the Board based on information available regarding comparable companies. Effective with the consummation of the Company’s IPO, each Non-Employee Director receives a $7,000 annual retainer, and $750 for each meeting of the Board of Directors that he or she attends. Directors who are employees of the Company are not paid any separate fees for serving as directors. The Chairman of the Audit Committee receives an additional $3,000 annual retainer.

Each new Director is granted an option to purchase 7000 shares of our common stock. Moreover, all Directors will, with respect to each fiscal year in which they serve as a Director, be granted an option to purchase 3500 shares of our common stock. All options granted to Directors have an exercise price equal to the fair market value of our common stock on the respective dates of such grants. In 2008, the Compensation Committee approved the grant and award to each Director of options to purchase 2940 shares of the Company’s common stock.

In addition, all Directors have been authorized to purchase merchandise at the standard employee discount rate of cost-plus-10%.

Certain Employment and Severance Arrangements

Stephen L. Day and Jonathan A.R. Grylls each have employment agreements with the Company which, among other things, provide that if their employment is terminated by the Company other than for just cause (as defined in the agreements), the Company will make severance payments to them in an aggregate amount equal to twice the amount of their annual base salary at the time of termination, payable at the same time and in the same amounts as such base salary otherwise would have been paid, plus, in the event such termination occurs on or after July 1 of any year and the Company is meeting or exceeding the goals previously established under the annual incentive plan for that year, a pro rata portion of his annual incentive compensation.

Each of those employment agreements separately provides for the following payments to the executive if the executive’s employment is terminated within two years following a change in control (as defined in the agreements) by the Company without cause (as defined in the agreements) or by the executive with good reason (as defined in the agreements): a lump sum equal to 2 times the executive’s annual base salary at the time of termination, such lump sum to supersede any other post-termination compensation and benefits payable to the executive under any other agreements with

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the executive. Also, if the executive’s employment is terminated within two years following a change in control by the Company without cause or by the executive for good reason, then all outstanding stock options held by the executive for the purchase of shares of the Company’s Common Stock shall immediately become exercisable in full.

Summary

Although the Company does not engage in specific benchmarking for total compensation (including the value of option awards) to NEOs, in the opinion of management, the Company’s compensation policies have stood the test of time, and been very effective over the last eleven years at both fairly compensating and motivating its employees to achieve well beyond average.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our Chief Executive Officer and our other three Named Executive Officers for each of the Company’s last three fiscal years. The Company did not, in respect of any of our NEOs in fiscal years 2006-2008, grant any restricted stock awards or stock appreciation rights, accrue deferred compensation charges, or make any long-term incentive plan payouts

Summary Compensation Table

							Option		All Other
Name and			Salary		Bonus		Award		Compensation		Total
Principal Position	Year		($)(1)(2)		($)(2)		($)(3)(4)(6)		(5)		($)
Stephen L. Day(7)		2008	$	350,000	$	0	$	16,720	$	25,000	$	391,270
Chief Executive Officer(8)		2007		350,000		42,400		10,679		25,000		428,079
		2006		350,000		41,200		1,655		832		393,687
Jonathan A.R. Grylls(7)		2008		250,000		0		18,290		24,752		293,042
Chief Operating Officer(8)		2007		250,000		30,300		11,867		25,000		317,167
		2006		250,000		29,400		1,833		1,383		282,616
Michael W. Bruns		2008		160,000		0		14,960		0		174,960
Chief Financial Officer		2007		160,000		26,500		9,706		0		196,206
		2006		160,000		26,000		1,499		0		187,499
William G. Schmidt		2008		187,000		0		14,960		10,979		212,030
Vice President of Operations		2007		187,000		53,800		9,706		10,302		260,808
		2006		187,000		55,400		1,499		11,053		254,952

(1)	Amounts reported for each period include amounts deferred by the named individuals pursuant to the Company’s 401(k) Plan. Amounts shown do not include amounts expended by the Company pursuant to plans (including group disability, life and health) that do not discriminate in scope, terms or operation in favor of officers and directors and are generally available to all salaried employees.
(2)	Amounts reported for each period include amounts that have been earned with respect to that period but may have been paid in a subsequent period.
(3)	All options are for the purchase of shares of Company Common Stock.
(4)	Included in the dollar amount recognized as shared-based compensation expense for each NEO, subject to the assumptions summarized in Footnote 2, “Summary of Significant Accounting Policies — Stock-Based Compensation” on page 61 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 31, 2009, but disregarding the estimates therein of forfeitures related to service-based vesting condition. This figure represents the amortization of 2006, 2007 and 2008 value of the 15,725

15

	stock options awarded to each NEO in 2006 and 2007, and 13,220 stock options in 2008, determined pursuant to SFAS No. 123(R).
(5)	Amounts represent premiums for individual insurance policies for life, disability, and/or long-term care coverages.
(6)	The service-based vesting conditions for options awarded to each NEO prior to 2006 were satisfied, so no forfeitures were incurred to adjust reported compensation expense.
(7)	Includes $3,330 in fair value of non-cash shared-based compensation from 2006, 2007 and 2008 awards of stock options for services as Director.
(8)	Includes $2,160 in fair value of non-cash shared-based compensation from 2006 and 2007 award of stock options for services as Director of the Company.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth certain information regarding stock options granted during fiscal 2008 by the Company to Named Executive Officers, being the individuals named in the Summary Compensation Table. The Company does not maintain any Equity or Non-equity Incentive Plan Awards or other Stock Awards for any NEO.

Grants of Plan-Based Awards

	For Fiscal Year End December 31, 2008
			All Other
			Option			Exercise		Grant
			Awards:			or Base		Date Fair
			Number of			Price of		Value of
			Securities			Option		Stock
	Grant		Underlying			Awards		Awards
Name	date		Options (#)			($/Sh)		$
Stephen L. Day		11/21/08		13,220	(1)	$	1.36	$	10,576
		11/21/08		2,940	(2)	$	1.24	$	2,440
Jonathan A.R. Grylls		11/21/08		13,220	(1)	$	1.24	$	10,973
		11/21/08		2,940	(2)	$	1.24	$	2,440
Michael W. Bruns		11/21/08		13,220	(1)	$	1.24	$	10,973
William G. Schmidt		11/21/08		13,220	(1)	$	1.24	$	10,973

(1)	Incentive Stock Option awarded as Officer of the Company, vesting on anniversary date of grant at rate of 20% per year for five years.
(2)	Non-qualified Stock Option awarded for services as Director of the Company, vesting on anniversary date of grant at rate of 20% per year for five years.

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OUTSTANDING EQUITY AWARDS TABLE

The following table sets forth certain information regarding unexercised options for each Named Executive Officer as of the end of the Company’s 2008 fiscal year. The Company does not have any outstanding stock awards or other equity incentive plan awards to any NEO.

Outstanding Equity Awards Table

	Outstanding Equity Awards as of December 31, 2008
						Option Awards
						Equity Incentive Plan Awards:
	Number of		Number of			Number of
	Securities		Securities			Securities
	Underlying		Underlying			Underlying
	Unexercised		Unexercised			Unexercised	Option		Option
	Options (#)		Options (#)			Unearned	Exercise		Expiration
Name	Exercisable		Unexercisable			Options (#)	Price		Date
Stephen L. Day		76,937					$	2.14		12/01/09
		3,500					$	10.00		11/17/15
		6,290		9,435	(1)		$	8.25		10/26/11
		1,400		2,100	(2)		$	7.50		10/26/16
		3,145		12,580	(1)		$	4.95		11/14/12
		700		2,800	(2)		$	4.50		11/14/17
				13,220	(1)		$	1.36		11/21/13
				2,940	(2)		$	1.24		11/21/18
Jonathan A.R. Grylls		38,665					$	1.94		12/01/14
		15,725					$	10.00		11/17/15
		3,500					$	10.00		11/17/15
		6,290		9,435	(1)		$	7.50		10/26/16
		1,400		2,100	(2)		$	7.50		10/26/16
		3,145		12,580	(1)		$	4.50		11/14/17
		700		2,800	(2)		$	4.50		11/14/17
				13,220	(1)		$	1.24		11/21/18
				2,940	(2)		$	1.24		11/21/18
Michael W. Bruns		2,934					$	1.94		12/01/14
		15,725					$	10.00		11/17/15
		6,290		9,435	(1)		$	7.50		10/26/16
		3,145		12,580	(1)		$	4.50		11/14/17
				13,220	(1)		$	1.24		11/21/18
William G. Schmidt		10,542					$	1.56		05/01/12
		15,725					$	10.00		11/17/15
		6,290		9,435	(1)		$	7.50		10/26/16
		3,145		12,580	(1)		$	4.50		11/14/17
				13,220	(1)		$	1.24		11/21/18

(1)	Incentive Stock Option awarded as Officer of the Company, vesting on anniversary date of grant at rate of 20% per year for five years.
(2)	Non-qualified Stock Option awarded for services as Director of the Company, vesting on anniversary date of grant at rate of 20% per year for five years.

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OPTION EXERCISES AND STOCK VESTED

None of the Company’s NEOs exercised any options to purchase Company common stock in fiscal 2008; and no stock awards vested in fiscal 2008 for any NEO.

PENSION BENEFITS

The Company does not maintain a pension plan for its employees, and none of the NEOs have or are entitled to receive any pension benefits from the Company.

NON-QUALIFED DEFERRED COMPENSATION

The Company does not provide or offer any non-qualified deferred compensation plans or benefits for its employees, and none of the NEOs have or are entitled to receive any non-qualified deferred compensation from the Company.

DIRECTOR COMPENSATION

The following table sets forth Director fees earned and the value of stock options awarded to Directors in fiscal 2008. No Director received Stock Awards, Non-equity Incentive Plan Compensation, Pension Plan Rights, Non-Qualified Deferred Compensation or other reportable compensation during 2008 or any prior year.

Director Compensation

	For Fiscal Year End December 31, 2008
	Fees Earned		Option			All Other
	or Paid in		Award ($)			Compensation		Total
Name of Director(1)	Cash		(2)(3)			($)		($)
William F. Meagher, Jr.	$	13,750	$	3,330	(4)	$	0	$	17,080
Gregory F. Mulligan	$	10,750	$	3,330	(5)	$	0	$	14,080
John W. Mitchell	$	10,000	$	7,943	(6)	$	0	$	17,943
David J. Powers	$	10,750	$	3,330	(7)	$	0	$	14,080
James F. Powers	$	10,750	$	3,330	(8)	$	0	$	14,080

(1)	The compensation earned by Mr. Day and Mr. Grylls as Directors is included in the Summary Compensation Table of this Proxy Statement.
(2)	The grant date of the options awarded to all Directors was November 21, 2008. All 2008 awards vest on the anniversary date of the grant at the rate of 20% per year.
(3)	Included in the dollar amount recognized as shared-based compensation expense for each Director, subject to the assumptions summarized in Footnote 2, “Summary of Significant Accounting Policies — Stock-Based Compensation” on page 61 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 31, 2009. This figure represents the amortization of stock options awarded to each Director in 2006 through 2008, determined pursuant to SFAS No. 123(R).
(4)	For Mr. Meagher, the grant date fair value of options awarded to him in 2008, computed in accordance with SFAS No. 123R, was $2,440; and his aggregate number of option awards outstanding at December 31, 2008 was 20,440.
(5)	For Mr. Mulligan, the grant date fair value of options awarded to him in 2008, computed in accordance with SFAS No. 123R, was $2,440; and his aggregate number of option awards outstanding at December 31, 2008 was 26,280.
(6)	For Mr. Mitchell, the grant date fair value of options awarded to him in 2008, computed in accordance with SFAS No. 123R, was $2,440; and his aggregate number of option awards outstanding at December 31, 2008 was 16,940.

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(7)	For Mr. David J. Powers, the grant date fair value of options awarded to him in 2008, computed in accordance with SFAS No. 123R, was $2,440; and his aggregate number of option awards outstanding at December 31, 2008 was 13,440.
(8)	For Mr. James F. Powers, the grant date fair value of options awarded to him in 2008, computed in accordance with SFAS No. 123R, was $2,440; and his aggregate number of option awards outstanding at December 31, 2008 was 13,440.

SEVERANCE AND CHANGE OF CONTROL PAYMENTS AND OTHER BENEFITS

The following table shows the potential payments upon termination or a change of control of the Company for the Named Executive Officers, on December 31, 2008.

Illustrative Post-Employment Payments

	Termination
	without Cause or
	Resignation for					Disability
	Good Reason					Continuation of
Executive Compensation, Payments, and	Continuation of			Change of		Base Salary
Other Benefits Upon Separation	Base Salary			Control Lump		for Up to
Compensation and Other Benefits:	for 24 months			Sum Payment		12 months
Stephen L. Day	$	700,000	(1)	$	700,000	$	350,000
Chief Executive Officer
Jonathan A.R. Grylls		500,000	(2)		500,000		250,000
Chief Operating Officer

(1)	Eligible for prorated participation in the incentive bonus program for any year if termination occurs after July 1, with potential of up to $140,000.
(2)	Eligible for prorated participation in the incentive bonus program for any year if termination occurs after July 1, with potential of up to $100,000.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the Committee) manages the Company’s compensation programs on behalf of the Board of Directors. The Committee reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on the review and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement to be filed in connection with the Company’s 2009 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission.

SUBMITTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS

James F. Powers (Chair)
John Mitchell
Gregory Mulligan

Dated: April 6, 2009

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board is composed of three Independent Directors, Mr. James Powers (Chair), Mr. John Mitchell, and Mr. Gregory Mulligan. No interlocking relationship exists between our Board of Directors or compensation committee and the Board of Directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At the close of business on March 9, 2009, there were issued and outstanding 5,187,038 shares of Common Stock, entitled to cast 5,187,038 votes. On April 6, 2009, the closing price of the Common Stock as reported by NASDAQ was $1.76 per share.

Principal Stockholders

The following tables set forth certain information with respect to the beneficial ownership of the Common Stock filed with the SEC as of April 6, 2009, by (i) each person known by the Company to own beneficially more than five percent of the Common Stock as of such date, (ii) each current director and nominee for director of the Company, (iii) each of the persons named in the Summary Compensation Table and (iv) all current executive officers and directors of the Company as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock issuable by the Company pursuant to options that may be exercised within 60 days after April 6, 2009, are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage beneficially owned by the applicable person. However, these shares are not deemed to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person, group or entity.

Beneficial Ownership of Five Percent Holders of Common Stock of Dover Saddlery, Inc.

	Shares Beneficially
	Owned*
Name	Number		Percent
Austin W. Marxe and David M. Greenhouse(1)		1,026,063		19.8	%
Glenhill Capital(2)		918,983		17.7	%
Wellington Management(3)		710,397		13.7	%
Stephen L. Day(4)		616,559		11.7	%
Michele R. Powers(5)		307,115		5.9	%
David J. Powers(6)		299,935		5.8	%
James F. Powers(7)		299,935		5.8	%

*

The persons named in this table have sole voting and investment power with respect to the shares listed, except as otherwise indicated. The inclusion herein of shares listed as beneficially owned does not constitute an admission of beneficial ownership.

(1)

The Company has received a copy of joint filings on Schedule 13 D on behalf of Austin W. Marxe (“Marxe”) and David M. Greenhouse (“Greenhouse”), dated May 14, 2008 and filed with the SEC on May 23, 2008. Marxe and Greenhouse share sole voting and investment power over 961,238 shares of common stock (18.5%) owned by Special Situations Fund III QP, L.P. (“SSFQP”), 1,524 shares of common stock (0.0%) owned by Special Situations Fund III, L.P (“SSF3”), and 63,301 shares of common stock (1.2%) owned by Special Situations Cayman Fund, L.P (“Cayman”). Marxe and Greenhouse are deemed to beneficially own a total of 1,026,063 shares of Common Stock, or 19.8% of the outstanding shares. The address of Marxe and Greenhouse is: c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York,

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	NY 10022. The Company has no reason to believe that any change in the foregoing information has occurred based on the reports on file with the SEC.
(2)	The Company has received a copy of a report on Schedule 13D/A, with a signature dated June 14, 2007, filed with the SEC on June 20, 2007 on behalf of Glenhill Advisors, LLC, a Delaware limited liability company, Glenn J. Krevlin, a citizen of the United States, Glenhill Capital Management, LLC, a Delaware limited liability company, Glenhill Capital LP, a Delaware limited partnership, Glenhill Capital Overseas GP Ltd., a Cayman Islands exempted company, and Glenhill Capital Overseas Master Fund L.P., a Cayman Islands limited partnership. Glenhill Advisors, LLC, Glenhill Capital Management, LLC, and Glenhill Capital Overseas GP Ltd. are engaged in the business of investment management, and Glenhill Capital LP and Glenhill Capital Overseas Master Fund L.P. are engaged in the investment and trading of a variety of securities and financial instruments. Glenn J. Krevlin is the managing member and control person of Glenhill Advisors, LLC. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the general partner and investment advisor of Glenhill Capital LP, a security holder of the Company and sole shareholder of Glenhill Capital Overseas GP Ltd. Glenhill Capital Overseas GP Ltd. is general partner of Glenhill Capital Overseas Master Fund L.P., a security holder of the Company. Of the 918,983 shares of common stock beneficially owned by this group: (a) 589,685 shares of common stock (11.36%) are owned by Glenhill Capital, LP; and (b) 329,298 shares of common stock (6.35%) are owned by Glenhill Capital Overseas Master Fund L.P. The address of and principal office of each of the foregoing Persons is 598 Madison Avenue, 12th Floor, New York, New York 10022. The Company has no reason to believe that any change in the foregoing information has occurred based on the reports on file with the SEC.
(3)	The Company has received a copy of a report on Schedule 13G/A, with a signature dated February 14, 2008 disclosing 495,434 shares of common stock with shared voting power and 710,397 shares of common stock with shared dispositive power. The address of Wellington Management Company, LLP is: 75 State Street, Boston, MA 02109. The Company has no reason to believe that any change in the foregoing information has occurred based on the reports on file with the SEC.
(4)	Includes 524,587 shares of the Company’s common stock, and also includes 91,972 vested options to purchase shares of the Company’s common stock. Mr. Day’s address is: 525 Great Road, Littleton, MA 01460. The Company has no reason to believe that any change in the foregoing information has occurred based on the reports on file with the SEC
(5)	Includes 132,690 shares of the Company’s common stock owned by Michele Powers individually and also includes 43,985 vested options to purchase of the Company’s common stock owned by Michele Powers individually, furthermore includes shared voting power over 130,440 additional shares. 65,220 of these additional shares are owned by her husband, Richard Powers, and the remaining 65,220 shares are owned by a trust benefiting her daughter, the Carly R. Powers Trust. Ms. Powers’ address is: 525 Great Road, Littleton, MA 01460. The Company has no reason to believe that any change in the foregoing information has occurred based on the reports on file with the SEC.
(6)	The Company has received a copy of a report on Form 4, with a signature dated November 25, 2008 and a report on Form 5 with a signature dated February 13, 2009, both filed by Mr. David Powers and indicating Mr. David Powers’ address is: 525 Great Road, Littleton, MA 01460. As indicated on the foregoing reports, this amount includes 294,335 shares of the Company’s common stock, and also includes 5,600 vested options to purchase shares of the Company’s common stock. The Company has no reason to believe that any change in the foregoing information has occurred, based on the reports on file with the SEC and on the Company’s internal records.
(7)	The Company has received a copy of a report on Form 4, with a signature dated November 25, 2008 and a report on Form 5 with a signature dated February 13, 2009, both filed by Mr. James Powers and indicating Mr. James Powers’ address is: 525 Great Road, Littleton, MA 01460. As indicated on the foregoing reports, this amount includes 294,335 shares of the Company’s

21

common stock, and also includes 5,600 vested options to purchase shares of the Company’s common stock. The Company has no reason to believe that any change in the foregoing information has occurred, based on the reports on file with the SEC and on the Company’s internal records.

Security Ownership of Management

	Shares Beneficially
	Owned*
Name	Number		Percent
Stephen L. Day(1)		616,559		11.7	%
David J. Powers(2)		299,935		5.8	%
James F. Powers(3)		299,935		5.8	%
Jonathan A.R. Grylls(4)		209,760		4.0	%
William G. Schmidt(5)		39,834		0.8	%
Michael W. Bruns(6)		28,094		0.5	%
Gregory F. Mulligan(7)		18,440		0.4	%
William F. Meagher, Jr.(8)		15,275		0.3	%
John W. Mitchell(9)		4,900		0.1	%
Executive officers and directors as a group (nine persons)		1,532,732		29.6	%

*	The persons named in this table have sole voting and investment power with respect to the shares listed, except as otherwise indicated. The inclusion herein of shares listed as beneficially owned does not constitute an admission of beneficial ownership.
(1)	Includes 524,587 shares of the Company’s common stock, and also includes 91,972 vested options to purchase shares of the Company’s common stock.
(2)	Includes 294,335 shares of the Company’s common stock, and also includes 5,600 vested options to purchase shares of the Company’s common stock.
(3)	Includes 294,335 shares of the Company’s common stock, and also includes 5,600 vested options to purchase shares of the Company’s common stock.
(4)	Includes 140,335 shares of the Company’s common stock, and also includes 69,425 options to purchase shares of the Company’s common stock.
(5)	Includes 4,132 shares of the Company’s common stock, and also includes 35,702 vested options to purchase shares of the Company’s common stock.
(6)	Includes 28,094 vested options to purchase shares of the Company’s common stock.
(7)	Includes 18,440 vested options to purchase shares of the Company’s common stock.
(8)	Includes 2,675 shares of the Company’s common stock, and also includes 12,600 vested options to purchase shares of the Company’s common stock.
(9)	Includes 4,900 vested options to purchase shares of the Company’s common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In October of 2004, the Company entered into a lease agreement with a minority stockholder. The agreement, which relates to the Plaistow, NH retail store, is a five year lease with options to extend for an additional fifteen years. For the years ended December 31, 2008 and 2007, the Company paid $187,000 and $200,000 in connection with the lease. In addition, a related deposit of $18,750 is recorded as prepaid expenses and other current assets.

In order to expedite the efficient build-out of leasehold improvements in its new retail stores, the Company utilizes the services of a real estate development company owned by a non-executive Company employee and minority stockholder to source construction services and retail fixtures. Total

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payments for the twelve months ended December 31, 2008, consisting primarily of reimbursements for materials and outside labor, for the fit-up of four stores, were $340,000. In 2007, payments for the fit-up of five stores were $395,000.

On October 26, 2007, the disinterested members of the Audit Committee of the Board of Directors approved a $5.0 million subordinated debt financing facility as part of a plan to refinance the Company’s current subordinated debt with Patriot Capital. The new sub-debt facility was led by BCA Mezzanine Fund, L.P. (BCA), which participated at $2.0 million (in which Company Board member Gregory Mulligan holds a management position and indirect economic interest). The subordinated loans were consummated as of December 11, 2007. Except as noted above with respect to Mr. Mulligan, there is no relationship, arrangement or understanding between the Company and any of the Subordinated Holders or any of their affiliates, other than in respect of the loan agreement establishing and setting forth the terms and conditions of this mezzanine loan agreement. In 2008, the Company made interest payments to BCA of $492,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon review of Forms 3 and 4 and amendments thereto furnished to the Company during fiscal 2008 and Forms 5 and amendments thereto furnished to the Company with respect to fiscal 2008, or written representations that Form 5 was not required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater-than-10% stockholders were fulfilled in a timely manner.

SOLICITATION

This proxy is solicited on behalf of the Board of the Company. You are requested to sign and return your proxy card promptly.

The expenses connected with soliciting proxies will be borne by the Company. The Company expects to pay brokers, nominees, fiduciaries, and other custodians their reasonable expenses for forwarding proxy materials and annual reports to principals and obtaining their voting instructions. In addition to the use of the mails, certain directors, officers, and employees may solicit proxies in person or by use of other communications media.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Company’s proxy statement and form of proxy for the annual meeting scheduled to be held in May 2010, stockholder proposals must comply with SEC Rule 14a-8 and any other applicable rules and must be delivered to the Company’s principal executive offices at least 120 days prior to the anniversary date of mailing of this Proxy Statement. This Proxy Statement was mailed on or about April 15, 2009, so the date by which proposals are required to be received under Rule 14a-8 will be December 16, 2009.

In addition, the By-Laws of the Company provide that for business to be properly brought before any annual meeting of stockholders by any stockholder or for the nomination by a stockholder of a candidate for election to the Board, the stockholder must give timely notice thereof in writing to the Secretary of the Company not less than 120 days before the date of the annual meeting nor more than 150 days prior to the anniversary date of mailing this Proxy Statement, where such annual meeting is to be held between March 16, 2010 and June 14, 2010 (and for annual meetings to be

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held at other times, for such notices to be given as prescribed by the By-Laws). If next year’s annual meeting is held between March 16, 2010 and June 14, 2010, the deadline for submission of notice will be December 16, 2009, and any proposal or nomination submitted after December 16, 2009 will be untimely. The By-Laws contain a number of other substantive and procedural requirements which should be reviewed by any interested stockholder. Any proposals should be mailed to: Secretary, Dover Saddlery, Inc., P.O. Box 1100, Littleton, Massachusetts 01460.

MISCELLANEOUS

The Board does not intend to present to the Annual Meeting any business other than the proposals listed herein, and the Board was not aware, a reasonable time before mailing this Proxy Statement to stockholders, of any other business which may be properly presented for action at the Annual Meeting. If any other business should come before the Annual Meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment.

AVAILABLE INFORMATION

Stockholders of record on March 9, 2009 will receive a Proxy Statement and the Company’s 2008 Annual Report, which contains detailed financial information concerning the Company. The Company will mail, without charge, a copy of the Company’s Annual Report on Form 10-K (excluding exhibits) to any stockholder entitled to receive this Proxy Statement who requests it in writing. Please submit any such written request to Michael W. Bruns, Chief Financial Officer, Dover Saddlery, Inc., P.O. Box 1100, Littleton, Massachusetts 01460.

The Company’s Proxy Statement, Annual Report to Stockholders and other proxy materials are available at http://investor.shareholder.com/DOVR/investor_materials.cfm

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DOVER SADDLERY, INC.
P.O. BOX 1100, 525 GREAT ROAD
LITTLETON, MA 01460

Proxy For Annual Meeting Of Stockholders May 6, 2009
This Proxy Is Solicited On Behalf Of
The Board Of Directors

Please take note of the important information enclosed with this Proxy Ballot. There are issues related to the management and operation of your Company that require your immediate attention and approval. These are discussed in detail in the enclosed proxy materials.

Please mark the boxes on this proxy card to indicate how your shares will be voted, then sign the card, detach it and return it in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders to be held May 6, 2009.

     The undersigned appoints Stephen L. Day and John W. Mitchell, and either of them, with full powers of substitution, attorneys and proxies to vote all shares of stock of the undersigned entitled to vote at the Annual Meeting of Stockholders of Dover Saddlery, Inc., to be held at Westford Regency Inn and Conference Center, 219 Littleton Road, Westford, Massachusetts 01886, on Wednesday, May 6, 2009 at 10:00 a.m. local time and any adjournment or postponements thereof with all the powers the undersigned would possess if personally present.

The shares represented by this proxy will be voted in the manner directed. Unless revoked or otherwise instructed, the shares represented by this proxy will be voted “FOR” the proposals.

PROPOSAL 1.	TO ELECT AS CLASS I DIRECTORS, THE FOLLOWING NOMINEES:
	01. Gregory F. Mulligan               02. William F. Meagher, Jr.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN PROPOSAL 1.

o     FOR ALL NOMINEES	o     WITHHOLD ALL NOMINEES	o
		For all nominees except as noted above

PROPOSAL 2.	TO RATIFY THE SELECTION OF VITALE CATURANO & COMPANY, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009
	o     FOR	o     AGAINST	o     ABSTAIN
PROPOSAL 3	TO TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
	o     FOR	o     AGAINST	o     ABSTAIN

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. Trustees and others acting in a representative capacity should indicate the capacity in which they sign and give their full title. If a corporation, please indicate the full corporate name and have an authorized officer sign, stating title. If a partnership, please sign in partnership name by an authorized person.

Signature: _____________________________

Signature: _____________________________

Date: _________________________________

PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN ENCLOSED POSTAGE-PAID ENVELOPE WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT. IF YOU DO ATTEND, YOU MAY VOTE IN PERSON IF YOU DESIRE.