UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-K/A

Amendment No. 1

(MARK ONE)

S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 0-22963

BIG DOG HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	52-1868665
(STATE OR OTHER JURISDICTION OF OR ORGANIZATION)	(I.R.S. EMPLOYER INCORPORATION IDENTIFICATION NO.)

121 GRAY AVENUE, SANTA BARBARA, CALIFORNIA	93101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)	(ZIP CODE)

(805) 963-8727

(REGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £ Accelerated filer £ Non-accelerated filer S

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

As of the close of business on June 30, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $52,990,000 based upon the closing price of $16.35 on NASDAQ on such date. All outstanding shares of Common Stock, other than those held by executive officers, directors and 10% shareholders are deemed to be held by non-affiliates.

As of the close of business on March 7, 2008, the registrant had 9,486,480 shares of common stock outstanding.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed to provide the disclosure required by Part III of Form 10-K. This information was intended to be incorporated by reference from our Definitive Proxy Statement for our 2008 Annual Meeting of Stockholders and was omitted from the initial filing pursuant to General Instruction G.3 to Form 10-K. Because we do not expect to file a Definitive Proxy Statement prior to the applicable incorporation by reference deadline, we are hereby filing this Amendment to provide the required disclosure for Part III (Items 10 through 14) and to refile certain information contained in Part IV (Item 15).

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers of the Registrant

Set forth below are the names, ages, titles and present and recent past positions of persons serving as our executive officers as of March 1, 2008:

NAME	AGE	POSITION
Andrew D. Feshbach	47	President, Chief Executive Officer and Director
Douglas N. Nilsen	60	Executive Vice President - Merchandising (Big Dog USA)
Anthony J. Wall	52	Executive Vice President - Business Affairs, General Counsel and Secretary
Roberta J. Morris	48	Chief Financial Officer, Treasurer and Assistant Secretary
Lee M. Cox	39	Senior Vice President - Retail Operations
Michael Grenley	50	Senior Vice President-Merchandising (TWC)

ANDREW D. FESHBACH co-founded the Company in May 1992 and has served as President, Chief Executive Officer and as a director since that time. From 1990 until the present, he has served as a Vice President of Fortune Financial, a private merchant banking firm owned by the Company’s Chairman and majority stockholder, Fred Kayne. Mr. Feshbach has an M.B.A. from Harvard University.

DOUGLAS N. NILSEN has served as Executive Vice President—Merchandising for Big Dog USA for more than five years. From 1990 to September 1995, he served as Director of Merchandise at Walt Disney Attractions, Inc. for its U.S. theme parks and resorts, and in such capacity was responsible for merchandising all apparel and accessories. Mr. Nilsen has an M.B.A. from New York University.

ANTHONY J. WALL has served as Executive Vice President, General Counsel and Secretary of the Company for more than five years. Mr. Wall also provides legal services to Paige Premium Denim, a designer and manufacturer of denim jeans and casuals apparel, and Fortune Swimwear, a manufacturer of swimwear for the mass market, and Terravant Wine Company, a custom crush wine business, all of which are controlled by Fred Kayne.

ROBERTA J. MORRIS has served as Chief Financial Officer since March 1998, having previously served as Senior Vice President—Finance since January 1995. Prior to joining the Company in 1993, Ms. Morris was employed as a Senior Audit Manager with Deloitte & Touche LLP. Ms. Morris is a certified public accountant.

LEE M. COX joined the Company in September 2000 and has served as Senior Vice President - Retail since February 2001. From 1994 until September 2000, Mr. Cox was employed by Adidas Retail, Inc. in various capacities, most recently as Director of Retail Stores.

MICHAEL GRENLEY joined the Company in March 2004 and serves as Senior Vice President - Merchandising for TWC. From 1994 until the Company’s acquisition of The Walking Company, Mr. Grenley served as Executive Vice President - Merchandise and Chief Operations Officer for the previous The Walking Company. Prior to The Walking Company, Mr. Grenley was a Vice President of Merchandise at Macy's California.

Board of Directors

The following table contains information regarding our Board of Directors. Directors are divided into three classes, with directors in each class serving staggered three-year terms. Certain biographical information regarding the directors is provided below the table.

Class II Director — Term Expiring 2008

Name		Age		Year First Elected
David J. Walsh		48		1997

Class III Directors — Term Expiring 2009

Name	Age	Year First Elected
Fred Kayne	69	1992
Andrew D. Feshbach	48	1992

Class I Directors —Term Expiring 2010

Name	Age	Year First Elected
Skip R. Coomber, III	47	2000
Steven C. Good	65	1997

FRED KAYNE co-founded the Company in 1992 and has served as its Chairman since that time. Mr. Kayne co-founded Fortune Fashions Industries, LLC in 1991, Fortune Swimwear LLC in 2002, and Paige Premium Denim in 2004, all of which are in the apparel business. Mr. Kayne has served as an officer and/or manager of each of those companies since their founding. Prior thereto, Mr. Kayne was a partner of Bear, Stearns & Company until it went public in 1985, after which he was Managing Director and a member of its Board of Directors until he retired in 1986. Mr. Kayne graduated from Massachusetts Institute of Technology with a BS in Engineering.

ANDREW FESHBACH co-founded the Company in 1992 and has served as Chief Executive Officer and as a director since that time. Previously, Mr. Feshbach was a partner in Maiden Lane, a merchant bank, and a Vice President in the Mergers and Acquisitions Group of Bear Stearns & Co. Mr. Feshbach holds an MBA from Harvard Business School and a BA in Economics (Phi Beta Kappa) from the University of California, Berkeley.

SKIP COOMBER is an investment consultant in San Diego, California. Mr. Coomber is a member of the California State Bar.

STEVEN GOOD is a founding partner of Good Swartz Brown & Berns LLP, an accounting, auditing and business advisory firm. He was previously partner at Laventhol & Horwath a national accounting firm. He is a founder and past Chairman of CU Bancorp and is a director of: OSI Systems, Inc., a provider of security and medical monitoring systems; California Pizza Kitchen, Inc., which owns, operates, licenses and franchises a chain of casual dining restaurants; Kayne Anderson MLP Investment Company, which invests in oil-related infrastructures; Kayne Anderson Energy Total Return Fund, Inc., a management investment company; and Youbet.com, a provider of technology and pari-mutual horse racing content for consumers.

DAVID WALSH is the owner of KMJ Investments, a private consulting and merchant banking firm formed in 2002. Mr. Walsh has an M.B.A. from Harvard University.

Audit Committee

The members of the Audit Committee of the Board of Directors are Steven Good (Chairman), David Walsh and Skip Coomber. Our Board, in its judgment, has determined that Mr. Good meets the Securities and Exchange Commission’s definition of an “audit committee financial expert” and has designated him as such. Our Board has further determined that Messrs. Good, Walsh and Coomber are independent, as described more fully below under the caption, “Director Independence.”

Code of Ethics

The Board of Directors has adopted a Code of Ethics that applies to the Company’s executive officers. The Code of Ethics is designed to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between person and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company, (iii) compliance with applicable governmental laws, rules and regulations, (iv) the prompt internal reporting of violations of the code to an appropriate person, and (v) accountability for adherence to the code.

Copies of the Code of Ethics are available by writing to Big Dog Holdings, Inc., Attention General Counsel, 121 Gray Ave., Santa Barbara, CA 93101. Should any changes to or waivers of this Code of Ethics be made, such changes to or waivers will be timely disclosed on the Company’s website, unless the same is disclosed in a current report on Form 8-K filed with the Securities Exchange Commission.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that executive officers, directors, and holders of more than 10% of a company’s registered class of securities file reports of their ownership of a company’s securities with the SEC. Based on a review of these reports, the Company believes that its reporting persons complied with all applicable filing requirements.

ITEM 11.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview. The following Compensation Discussion and Analysis describes the material elements of compensation for our executives identified in the Summary Compensation Table (“Named Executive Officers”). The compensation committee of the Board (the “Committee”) discharges the Board’s responsibilities regarding compensation of our executives, including the Named Executive Officers. The Company’s CEO makes recommendations to the Committee regarding the corporate goals and objectives relevant to executive compensation, executives’ performance in light of such goals and objectives, and recommends the executives’ compensation levels to the Committee based on such evaluations. The Committee evaluates such recommendations and determines compensation matters.

Compensation Philosophy and Objectives. We believe that an effective executive compensation program is one that is designed to reward the achievement of specific annual and long-term strategic business goals established by the Company, which align our executives’ interests with those of our stockholders, with the ultimate objective of increasing stockholder value. Our executive compensation program is designed to motivate and reward executives for achieving the business goals set by the Company, attract and retain highly qualified individuals with the skills and experience necessary for us to achieve these business goals, and to reward over time those individuals that consistently perform or exceed the performance levels expected of them. Our program is also designed to reinforce a sense of ownership and overall entrepreneurial spirit, to encourage individual excellence, effective collaboration, teamwork and the willingness to take prudent risk, and to link rewards to measurable corporate and individual performance goals.

In furtherance of the foregoing objectives, executive compensation is based on two primary components — base salary and cash-based incentive compensation. In addition, our executives receive benefits that are generally available to all of our employees plus enhanced health and life insurance benefits. In allocating overall compensation between these two principal elements, the compensation of those executives who have the greatest ability to influence the Company’s performance and who are more accountable for the strategic and tactical decisions of the Company may be more performance-based, while those having less influence on the direction, performance and strategic and tactical decisions of the Company may receive a greater portion of their compensation in base salary. As such, the mix of base salary and incentive compensation varies depending upon the individual’s level within the Company, with base salaries ranging from $274,000 to $454,000 and annual performance-based cash bonus awards ranging from $25,000 to $125,000. No specific formula or targeted ratio is used in fixing these amounts.

Additionally, the Compensation Committee may make use of equity awards from time to time in an effort to align the compensation returns for our executive officers with increases in value for our stockholders. However, recent changes in the accounting treatment for equity awards has made these grants less attractive as a compensation tool and the Compensation Committee has no plans currently to grant equity awards.

The principal elements of compensation are described below in greater detail.

Base Salary. Executive base salaries are based on job responsibilities, accountability, and the experience of the individual. Our compensation setting process consists of annually reviewing base salaries for adjustment where performance or market conditions suggest that a change would be appropriate. During its review of base salaries for executives, the Committee primarily considers:

•

individual performance of the executive for the prior year as well as the Company’s overall performance; and

•

internal review of the executive’s compensation relative to other executives to ensure internal equity.

Additionally, the Committee may review market data of compensation levels at other similar companies to ensure competitive compensation. No such market data were used in 2007. Salary levels are typically considered annually as part of our performance review process as well as upon promotion or other change in job responsibilities. Merit increases are awarded based on an executive’s performance of his or her job responsibilities and the achievement of objectives in the prior year.

In fiscal 2007, the Committee approved salary increases ranging from 1% to 7%, with an average increase of 5% among the Named Executive Officers. The salary increases also took into account the fact that none of the Named Executive Officers received equity compensation awards in 2007. In approving these increases, the Committee also considered the individual and Company performance in the prior year and specifically noted the factors described in the following paragraphs relating to the approval of performance-based cash awards for 2007.

Annual Performance-Based Cash Bonus Awards. Annual performance-based cash bonuses are based upon both corporate and individual performance. The target bonus amounts vary depending on each executive’s accountability and potential impact on the Company’s performance. Accordingly, the more control and accountability that an executive has the potential to exercise over the Company’s performance, the greater the percentage of that executive’s total compensation is dependent on annual performance-based cash bonus awards. Fiscal 2007 bonus levels range from approximately 8% to 28% of base salary for the Named Executive Officers.

Upon completion of the 2007 fiscal year, the Committee assessed the Company’s performance against the achievement of corporate performance goals. The Committee then assessed the CEO’s individual accomplishments, as well as the individual accomplishments for each executive as recommended by the CEO and determined the individual performance level for each executive. The specific factors considered by the Compensation Committee in determining to pay the above-referenced bonuses included year-over-year growth in consolidated net sales in 2007, the continued stabilization and integration of operations of 35 Steve’s Shoes stores acquired out of bankruptcy, and the continued growth in The Walking Company franchise, with 41 new stores opening that year.

Equity Incentive Compensation. Equity compensation may sometimes be used to promote performance and achievement of corporate goals by employees on a long-term basis, encourage the growth of stockholder value and allow employees to participate in the long-term success of the Company. Equity awards, if granted, are based on the estimated fair value of the awards on the grant date and vary depending on individual and company performance, as well as the awardee’s role within the organization and expected contributions over the vesting period.

However, following the implementation of FAS 123(R), which requires that we record an accounting charge for the fair value of equity awards, the Compensation Committee has declined to issue equity awards and no equity awards were granted in fiscal 2007. The Compensation Committee continues to evaluate the further grant of options and alternative incentive compensation programs and grant equity awards in future periods.

Benefits. The Named Executive Officers are eligible to participate in all of the Company’s health, welfare, paid time-off, retirement savings, and employee stock purchase benefit programs on the same terms as are available to other employees. These benefit programs are designed to enable the Company to attract and retain its workforce in a competitive marketplace. Health, welfare and paid time-off benefits ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. In addition, the Named Executive Officers are also provided a supplemental health insurance program where the company pays the premiums, administrative fees and claims. The Company also pays for group term life insurance for the benefit of the Named Executive Officers.

The Company’s retirement savings plan (“401(k) Plan”) is a tax-qualified retirement savings plan, pursuant to which all employees, including the Named Executive Officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. In fiscal 2007, the Company contributed $1,000 to the 401(k) accounts of each of the Named Executive Officers.

As discussed in Certain Relationships and Related-Party Transactions below, the Company occasionally charters airplane service for business trips. From time to time, executives may be permitted to have family members accompany them on such chartered business flights to the extent there are free seats available on the plane. There is no formal plan for allowing such activity and permission is granted on a case-by-case basis by the Chairman and CEO. Permission was granted on two occasions to one Named Executive Officer in 2007.

Employment Agreements and Change in Control Arrangements. The Company currently does not have any employment contracts with any of the Named Executive Officers. Unless the Compensation Committee provides otherwise, upon a change in control (as defined in our 1997 Stock Option Plan) each option and stock appreciation right issued under the 1997 Plan will be come immediately exercisable, any restricted stock issued under the 1997 Plan will immediately vest free of restrictions, and the number of shares, cash or other property covered by any “performance share award” issued under the 1997 Plan will be issued to the grantee of such award. The Company has to date issued only options under the 1997 Plan.

We believe that these “single trigger” acceleration benefits are common practice among comparable companies. Information regarding the potential value of these payments is provided below for the Named Executive Officers under the heading “Employment Contracts, Termination of Employment and Change in Control Arrangements.”

Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code limits the tax deductibility to the Company of compensation in excess of $1 million in any year for certain executive officers, except for qualified “performance-based compensation” under the Section 162(m) rules. No covered executive’s compensation for these purposes exceeded $1 million for 2007. The Compensation Committee considers the Section 162(m) rules as a factor with respect to compensation matters, but will not necessarily limit compensation to amounts deductible under Section 162(m).

Role of Executives in Compensation Decisions. The Committee reviews the performance and compensation of the CEO on annual basis and establishes the CEO’s compensation level. The CEO is not present for these discussions related to his compensation. For the remaining executives, the CEO makes recommendations to the Committee, which the Committee takes into account when determining executive compensation.

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be filed herewith.

	COMPENSATION COMMITTEE
	Fred Kayne
	David Walsh

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid in the years indicated to the Company’s President and Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the four other most highly compensated executive officers other than the CEO and CFO (collectively the “Named Executive Officers”).

Name and Principal Position	Salary ($)	Bonus ($)(1)	All Other Compensation ($) (2)	Total ($)

Andrew D. Feshbach	$451,650	$125,000	$23,026	$599,676
President and Chief Executive Officer

Roberta J. Morris	$269,342	$35,000	$17,382	$321,724
Chief Financial Officer and Treasurer

Anthony J. Wall	$364,727	$40,000	$8,350	$413,077
Executive Vice President and General Counsel

Douglas N. Nilsen	$315,210	$25,000	$6,879	$347,089
Executive Vice President

Michael Grenley	$288,039	$50,000	$23,821	$361,860
Senior Vice President

Lee Cox	$282,750	$75,000	$12,806	$370,556
Senior Vice President- Retail

_________________

(1)	Amounts shown represent the bonus earned by the Named Executive Officer during the year indicated, whether or not paid in that year.

(2)

“All Other Compensation” includes (i) in regard to Messrs. Feshbach, Wall, Nilsen, Grenley and Cox and Ms. Morris the Company’s contribution of $1,000 to each of the 401(k) accounts of; (ii) supplemental health insurance benefits provided to Messrs. Feshbach ($13,197), Wall ($7,350), Nilsen ($5,879), Cox ($11,806) and Grenley ($22,821) and Ms. Morris ($16,382), (iii) in regard to Mr. Feshbach, such amount also includes a $8,828 benefit of his being allowed to have family members accompany him on two business trips in 2007 taken on chartered flights.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the number and value of unexercised stock options held by the Named Executive Officers as of the end of fiscal 2007.

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date
Andrew D. Feshbach
		5,000	_			4.625	6/1/10
		250,000	_		$	4.25	3/2/11
		5,000	_		$	4.03	5/31/11
		5,000	_		$	3.60	5/30/12
		5,000	_		$	2.90	6/5/13
		15,000		10,000	$	3.50	1/2/14
		5,000	_		$	4.65	6/3/14
		5,000	_		$	6.90	6/21/15

Roberta J. Morris
		22,500	_		$	3.50	12/7/08
		35,000	_		$	4.25	3/2/11
		9,000		6,000	$	3.50	1/4/14

Anthony J. Wall
		27,500	_		$	3.50	12/7/08
		40,000	_		$	4.25	3/2/11
		9,000		6,000	$	3.50	1/4/14
		50,000	_		$	7.00	6/29/15

Douglas N. Nilsen
		27,500	_		$	3.50	12/7/08
		50,000	_		$	4.25	3/2/11
		9,000		6,000	$	3.50	1/4/14

Michael Grenley		36,000		24,000	$	5.50	7/27/14

Lee M. Cox
		21,000	_		$	6.50	1/1/11
		12,500	_		$	8.00	1/1/11
		12,500	_		$	10.00	1/1/11
		35,000	_		$	4.25	3/2/11
		6,000		4,000	$	3.50	1/4/14
		15,000		10,000	$	5.50	7/27/14

On May 9, 2007, the Company purchased from the officers of the Company all of the vested employee stock options held by them that would otherwise have expired on or before May 9, 2008. Options for a total of 245,000 shares were purchased from five officers (no options were purchased from the CEO). The purchase price was $16.00 per share, less the exercise price of the options, which ranged from $6.50 to $10.00 per share. The $16.00 price represents a discount of approximately 5% from the May 9, 2007 closing price of $16.80. The net purchase price was $1,965,000. The Company paid for the options by delivery of notes bearing interest at 7% per annum and payable in two equal installments on April 10, 2008 and April 10, 2009. The Notes held by Named Executive Officers are as follows: Ms. Morris ($317,500), Mr. Wall ($400,000), Mr. Nilsen ($800,000).

Option Exercises and Option Repurchases by the Company

The following table summarizes the option exercises and repurchase of stock options by the Company for each of our Named Executive Officers during the year ended December 31, 2007:

			Option Awards
	Number of Options Repurchased By Company		Number of Shares Acquired on Exercise		Value Realized Upon Exercise or Repurchase
Name	#		#		$

Andrew D. Feshbach		—		—		—
Roberta J. Morris		40,000		—		317,500
Anthony J. Wall		50,000		—		400,000
Douglas N. Nilsen		100,000		—		800,000
Michael Grenley		—		—		—
Lee M. Cox		—		14,000		168,048

Employment Contracts, Termination of Employment and Change in Control Arrangements

The Company currently does not have any employment contracts with any of the Named Executive Officers. Unless the Compensation Committee provides otherwise, upon a change in control (as defined in the 1997 Plan) each option and stock appreciation right issued under the 1997 Plan will be come immediately exercisable, any restricted stock issued under the 1997 Plan will immediately vest free of restrictions, and the number of shares, cash or other property covered by any “performance share award” issued under the 1997 Plan will be issued to the grantee of such award. The Company has to date issued only options under the 1997 Plan.

Assuming that a change in control occurred as of the end of fiscal 2007, and based on the Company’s closing stock price on the last day of trading that year ($14.45), the Named Executive Officers would have received a change in control benefit in the form of accelerated vesting of stock options with the following values.

Name	Value of Accelerated Vesting (1)
Andrew D. Feshbach	
Roberta J. Morris	$	65,700
Anthony J. Wall	$	65,700
Douglas N. Nilsen	$	65,700
Michael Grenley	$	214,800
Lee M. Cox	$	133,300

(1)

The value of the accelerated vesting equals the difference (if positive) between the option exercise price and the last reported stock price for fiscal 2007, multiplied by the number of options that would have been accelerated upon a change in control occurring on December 31, 2007.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was, during 2007, an officer or employee of the Company or any of its subsidiaries, nor was any member of the Compensation Committee formerly an officer of the Company or any of its subsidiaries. No executive officer of the Company served (i) as a member of the compensation committee (or board of directors serving the compensation function) of another entity, one of whose executive officers served on the Compensation Committee or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on the Company’s Board

Compensation of Directors

Non-employee directors are eligible to receive the following compensation for their services. The following compensation levels were in place for all of fiscal 2007.

Description		Amount
Director Retainer Fees:
Non-employee director retainer fee (excluding Chairman)		$25,000 / year
Chairman retainer fee		$15,000 / month

Committee Retainer Fees:
Audit Committee Chairman		$15,000 / year
Other Audit Committee Members		$10,000 / year
Compensation Committee Members		$2,500 / year

Non-employee directors’ expenses incurred in connection with attendance at Board or committee meetings are also reimbursed by the Company.

Director Compensation Table

The following table sets forth certain information with respect to the compensation paid to the Company’s directors in 2007.

Name	Fees Earned or Paid in Cash ($)		Total ($)
Fred Kayne	$	180,000	$	180,000
Andrew D. Feshbach (1)			
Skip R. Coomber, III	$	35,000	$	35,000
Steven C. Good	$	40,000	$	40,000
David J. Walsh	$	37,500	$	37,500

(1)

Andrew D. Feshbach, our President and Chief Executive Officer, was not paid any additional compensation for his services as a director.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth certain information, as of December 31, 2007, regarding the Company’s 1997 Performance Award Plan (the “Plan”). The maximum number of shares initially reserved for issuance under this plan was 1,000,000. In February 1998, the Company amended the Plan to increase the maximum number of shares reserved for issuance to 2,000,000. The Company amended the Plan again in April 2002 to increase the maximum number of shares reserved for issuance to 3,000,000. Awards under this Plan may be in the form of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance shares, stock bonuses, or cash bonuses based upon performance.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) *

Equity compensation plans approved by security holders		1,424,856	$	4.55		1,071,066

Equity compensation plans not approved by security holders		-

Total		1,424,856	$	4.55		1,071,066

Security Ownership of Principal Shareholders and Management

The following table shows certain information, as of March 31, 2008, with respect to the shares of the Company’s Common Stock beneficially owned by (i) persons or entities known by the Company to own 5% or more of the Company’s Common Stock, (ii) the Company’s directors and Named Executive Officers (as defined under “Executive Compensation”) and (iii) all directors and Named Executive Officers as a group.

Name and Address	Number of Shares Owned1			Options2		Total		Percent of Class3
Fred Kayne		5,348,332	4		30,000		5,378,332		56.5	%
c/o Fortune Financial
1800 Avenue of the Stars, Suite 310
Los Angeles, CA 90067

Andrew D. Feshbach		660,931	5		300,000		960,931		9.8	%
c/o Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, CA 9310

Brightleaf Capital LLC		573,893	6		---		573,893		6.1	%
324 Blackwell Street, Suite 520.
Durham, NC 27701

Kayne Anderson Capital Advisors		532,281	7		---		532,281		5.6	%
Richard A. Kayne
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067

Douglas N. Nilsen		58,221			100,612		158,833		1.7	%
Anthony J. Wall		65,216			154,278		219,494		2.3	%
Roberta J. Morris		41,904			89,500		131,404		1.4	%
Lee M. Cox		5,884			129,000		136,184		1.4	%
David C. Walsh		21,400			40,000		61,920		---
Steven C. Good		3,480			40,000		43,480		---
Skip R. Coomber, III		1,200			35,000		36,200		---
Michael Grenley		0			78,500		78,500		---
All directors and Named Executive Officers as a Group (10 persons)		6,207,868			996,890		7,204,758		68.7	%

_________________________________

1	Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares shown.

2	Represents shares subject to options held by directors and Named Executive Officers that are exercisable or convertible as of March 31, 2008 or become exercisable or convertible within 60 days thereof.

3	Based on 9,486,480 shares outstanding on March 31, 2008. Percentage information is omitted for individuals who own less than one percent of the outstanding shares of Common Stock and the shares deemed outstanding due to exercisable or convertible options.

4	All such shares are owned by the Fred and Lenore Kayne Family Trust, of which Mr. Kayne and his wife are co-trustees.

5	All such shares are owned by the Feshbach Family Trust, of which Mr. Feshbach and his wife are co-trustees

Based on a Schedule 13G dated February 14, 2008 filed with the Securities and Exchange Commission. According to such 13G, 142,700 shares of Common Stock are owned by Brightleaf Partners Limited Partnership (“Brightleaf”) and 431,193 shares are owned by Blackwell Partners, LLC (“Blackwell”). Brightleaf Capital LLC manages the investments for Brightleaf and Blackwell.

Based on a Schedule 13G dated April 3, 2008 filed with the Securities and Exchange Commission. According to such 13G, The reported shares are owned by investment accounts (limited partnerships, a registered investment company and institutional accounts) managed, with discretion to purchase or sell, by Kayne Anderson Capital Advisors, LP (“KACA”). KACA is the general partner (or general partner of the general partner) of the limited partnerships and investment advisor to the other accounts. Richard A. Kayne is the controlling shareholder of the corporate owner of Kayne Anderson Investment Management, Inc., the general partner of KACA. Richard A. Kayne is the brother of Fred Kayne.

ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related-Party Transactions

The Board of Directors has adopted policies and procedures for the review and approval of transactions between the Company and certain “related parties,” which are generally considered to be our directors and executive officers, nominees for director, holders of five percent or more of our outstanding capital stock and members of their immediate families. The Board of Directors has delegated to the Audit Committee the authority to review and approve the material terms of any proposed related party transactions. To the extent that a proposed related party transaction may involve a non-employee director or nominee for election as a director and may be material to a consideration of that person’s independence, the matter may also considered by the other disinterested directors.

In determining whether to approve or ratify a related party transaction, the Audit Committee may consider, among other factors it deems appropriate, the potential benefits to the Company, the impact on a director’s or nominee’s independence or an executive officer’s relationship with or service to the Company, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. In deciding to approve a transaction, the Committee may, in its sole discretion, impose such conditions as it deems appropriate on the Company or the related party in connection with its approval of any transaction. Any transactions involving the compensation of executive officers, however, are to be reviewed and approved by the Compensation Committee. If a related-party transaction will be ongoing, the Audit Committee may establish guidelines to be followed in the Company’s ongoing dealings with the related party. Thereafter, the Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the related party to see that they are in compliance with the Committee’s guidelines and that the related party transaction remains appropriate.

Certain Relationships and Related-Party Transactions

On April 3, 2007, the Company entered into a Convertible Note Purchase Agreement with certain purchasers, including some officers of the Company, pursuant to which the Company issued and sold $18.5 million of 8.375% Convertible Notes (“Note” or “Notes”) due March 31, 2012, interest payable quarterly. $3.0 million of the Notes were sold to management. The Notes are convertible into fully paid and nonassessable shares of the Company’s common stock to an aggregate of up to 1,027,777 shares at any time after the issuance date, at an initial conversion price of $18.00 per share. As of December 31, 2007, the Company’s stock price was $14.45, which was less than the conversion price of $18.00.

Certain of our Named Executive Officers participated in the Note offering. The following table sets forth the principal amount invested by Named Executive Officers and their affiliated entities, as well as the potential number of shares issuable upon conversion of the principal amount of indebtedness.

Name	Note Principal		Conversion Shares
Michael Grenley	$	900,000		50,000
Anthony J. Wall	$	500,000		27,778
Roberta J. Morris	$	360,000		20,000
Lee M. Cox	$	360,000		20,000
Douglas N. Nilsen	$	200,000		11,112

Fortune Fashions Industries, a company controlled by Fred Kayne, Chairman of the board, owns an airplane that it makes available to the Company to rent for corporate travel use. The Company has no obligation to use such plane for any minimum amount, and to the extent it does use it, the Company has paid for such use on terms at least as favorable to the Company as could be obtained from an independent third party. Due to the geographically widespread nature of the Company’s retail store business, which has increased substantially with the continued expansion of The Walking Company, the Company has found the use of such plane to be beneficial to its business. The amounts paid by the Company for the use of such plane in 2007 totaled $268,000.

Director Independence.

The Board of Directors annually determines the independence of each of our directors and nominees in accordance with the independence standards set forth in the NASDAQ Marketplace Rules. These rules provide that “independent” directors are those who are independent of management and free from any relationship that, in the judgment of the Board of Directors, would interfere with their exercise of independent judgment. No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Members of the Audit Committee must be independent and must also satisfy a separate independence requirement pursuant to the Securities Exchange Act of 1934, as amended, which requires that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation.

Based on its review, the Board of Directors determined that the directors who are deemed independent are David Walsh, Steven Good and Skip Coomber. In making its determination regarding the independent of the non-employee directors, the Board considered, among other things, the stock holdings of the non-employee directors and to what extent that such holdings may affect their ability to exercise independent judgment.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company’s independent registered public accounting firm is Singer Lewak Greenbaum & Goldstein LLP. Below is a summary of the fees billed by Singer over the last two fiscal years.

	2007		2006

Audit Fees	$	218,357	$	169,685

Audit-Related Fees		66,420		60,533

Tax Fees		0		0

All Other Fees		15,919		4,396

“Audit Fees” consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements (including the audit of internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act) and the review of the interim financial statements included in the Company’s Quarterly Reports and for services normally provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” consist of fees billed for assurance and related services reasonably related to the performance of the annual audit or review of the Company’s unaudited quarterly financial statements.

“All Other Fees” consist of fees billed for services not otherwise described above.

The Audit Committee must pre-approve all engagements of the Company’s independent accountants unless an exception to such requirement exists under the Securities Exchange Act of 1934 or the rules of the Securities and Exchange Commission. Each year, the independent auditors’ retention to audit the Company’s financial statements, including the associated fees, is approved by the committee. All audit fees for fiscal 2007 and 2006 were pre-approved by the Audit Committee. The Audit Committee will also, if applicable, review other potential engagements of the independent auditors, including the scope of the proposed work and the proposed fees, and approve or reject such services taking into account whether the services are permissible under applicable law and the possible impact on the auditors’ independence from management.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) 1.

The financial statements listed in the “Index to Consolidated Financial Statements” at page F-1 are filed as a part of this report.

Schedule II - Valuation and Qualifying Accounts

Schedules other than that referred to above have been omitted because they are not applicable or are not required under the instructions contained in Regulation S-X or because the information is included elsewhere in the Consolidated Financial Statements or the Notes thereto.

3.	Exhibits included or incorporated herein:

See “Index to Exhibits.” Management contracts and compensatory plans are identified as such in the Exhibit Index.

(b)

Exhibits required by Item 601 of Regulation S-K

See “Index to Exhibits”

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on April 29, 2007 on its behalf by the undersigned, thereunto duly authorized.

	BIG DOG HOLDINGS, INC.
	By	/s/ Andrew D. Feshbach
		Andrew D. Feshbach
		Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Andrew D. Feshbach	Chief Executive Officer, President and
Andrew D. Feshbach	Director (Principal Executive Officer)	April 29, 2008

/s/ Roberta J. Morris	Chief Financial Officer, Treasurer and
Roberta J. Morris	Assistant Secretary (Principal Financial and Accounting Officer)	April 29, 2008

*
Fred Kayne	Chairman of the Board	April 29, 2008

*
Skip R. Coomber, III	Director	April 29, 2008

*
Steven C. Good	Director	April 29, 2008

*
David J. Walsh	Director	April 29, 2008

*	By:	/s/ Anthony Wall
		Attorney in Fact

INDEX TO EXHIBITS

Exhibit Number		Description

2.1		Second Amended Plan of Reorganization of Shoes Liquidation Co. (formerly The Walking Company) and Alan’s Shoes, Inc., confirmed on March 2, 2004. (1)

2.2		Order of the United States Bankruptcy Court for the Central District of California confirming the Second Amended Plan of Reorganization of Shoes Liquidation Co. (formerly The Walking Company) and Alan’s Shoes, Inc., entered on March 2, 2004.(1)

2.3		Asset Purchase Agreement, dated May 20, 2005, by and among The Walking Company, as buyer, Bianca of Nevada, Inc., a Nevada corporation, as seller, and Sal Palermo, as shareholder. (7)

2.4		Asset Purchase Agreement, dated January 31, 2006, by and among The Walking Company, as buyer, and Steve’s Shoes, Inc., Debtor in Possession, as seller. (9)

3.1		Amended and Restated Certificate of Incorporation (2)

3.1A		Certificate of Correction (3)

3.2		Amended and Reinstated Bylaws (3)

4.1		Reference is hereby made to Exhibits 3.1, 3.1A, and 3.2

4.2		Specimen Stock Certificate (2)

10.1		Term Loan Note, dated August 31, 2005, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and Big Dog USA, Inc. and The Walking Company, as borrowers. (8)

10.2		Promissory Note Secured by Letter of Credit, dated August 31, 2005, among the lenders signatory thereto, Bianca of Nevada, Inc., as payee, and The Walking Company, as maker. (8)

10.10		Amended and Restated 1997 Performance Award Plan (5)

10.10A		Form of Employee Nonqualified 1997 Performance Award Plan (2)

10.10B		Terms and Conditions for Non-Qualified Options Granted under the Amended and Restated 1997 Performance Award Plan (4)

10.10C		Form of Eligible Director Non-Qualified Stock Option Agreement (4)

10.11		Lease between Big Dog USA, Inc. and The Prudential Insurance Company of America dated November 4, 1997 (3)

10.12		Form of Indemnification Agreement (1)

10.13		Lease between Big Dog Holdings, Inc. and TKC XCIX, LLC dated March 13, 2006 (10)

21.1		List of Subsidiaries of Big Dog Holdings, Inc. (6)

23		Consent of Independent Registered Public Accounting Firm

24.1		Power of Attorney (included in signature page)

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Loan and Security Agreement, dated March 3, 2004, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and The Walking Company (formerly TWC Acquisition Corp.), as borrower.(1)

99.2		Third Amendment to Loan and Security Agreement, dated March 3, 2004, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc., Big Dog USA, Inc. and CSI Acquisition Corporation, as borrowers.(1)

99.3		First Amended, Restated and Consolidated Loan and Security Agreement, dated July 7, 2005, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc., Big Dog USA, Inc., and The Walking Company, as borrowers. (7)

99.4		Third Amendment to First Amended, Restated, and Consolidated Loan and Security Agreement, dated November 28, 2006, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc., Big Dog USA, Inc., and The Walking Company, as borrowers. (11)

99.5		Sixth Amendment to First Amended, Restated, and Consolidated Loan and Security Agreement, dated March 24, 2008, among the lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc., Big Dog USA, Inc., and The Walking Company, as borrowers.

(1)

Incorporated by reference from the Company’s Current Report on Form 8-K filed as of March 3, 2004. The exhibits and schedules to the Plan have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Big Dog Holdings, Inc. will furnish copies of any of such exhibits and schedules to the Securities and Exchange Commission upon request.

(2)

Incorporated by reference from the Company’s S-1 Registration Statement (No. 333-33027) as amended , which became effective September 25, 1997.

(3)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.

(4)

Incorporated by reference from the Company’s Schedule TO filed July 31, 2000.

(5)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.

(6)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

(7)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005.

(8)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.

(9)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

(10)

Incorporated by reference from the Company’s Current Report on Form 8-K filed as of May 4, 2006.

(11)

Incorporated by reference from the Company’s Current Report on Form 8-K filed as of December 20, 2006.

BIG DOG HOLDINGS INC 10-K/A