UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 231, 2009

THE WALKING COMPANY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

	121 Gray Avenue, Santa Barbara, CA		93101
	(Address of Principal Executive Offices)		(Zip Code)

(805) 963-8727

(Registrant’s telephone number, including area code)

(Former name or former address, if changed, since last report)

~~(Registrant’s~~Item ~~telephone~~3.01 ~~number,~~Notice ~~including~~of ~~area~~Delisting ~~code)~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~(Former~~As a ~~name~~result orof ~~former~~certain ~~address~~actions we took in connection with our voluntary delisting from NASDAQ, ifwe ~~changed~~received a NASDAQ Staff Deficiency Letter on March 20, ~~since~~2009 indicating ~~last~~that ~~report~~we now fail to comply with the audit committee requirements set forth in Marketplace Rule 4350(d)(2), which requires a listed company to have an audit committee composed of at least three independent directors.

~~Item~~The 2deficiency results from our plan, as a cost-savings measure, to delist our stock from NASDAQ and deregister under the Securities Exchange Act, such that we will no longer file public statements with the SEC.~~01 Completion~~ Since ofwe ~~Acquisition~~will orno ~~Disposition~~longer be a reporting company to the SEC, we decided to reduce the size of ~~Assets~~our Board of Directors. As a result of those resignations which were announced in early March, we had only one remaining audit committee member, David Walsh, and we were not in compliance with the Marketplace Rule 4350(d)(2), referred to above.

OnItem ~~March 23, 2009, The Walking Company Holdings, Inc~~7.01 ~~issued~~Regulation aFD ~~press release announcing its disposition of the Big Dogs outlet chain and its Financial Restructuring~~Disclosure. ~~A copy of the press release is attached as Exhibit 99.1 and that information is herein incorporated by reference.~~

~~Item~~On March 227, 2009, we issued a press release about our receipt of the NASDAQ Staff Deficiency Letter.~~02 Results~~ The full text of ~~Operations~~the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in the ~~Financial~~press ~~Condition~~release is not to be deemed “filed” for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in any registration statement under the Securities Act of 1933.

~~The~~Item ~~information~~9.01 inFinancial ~~this~~Statements ~~Current Report is being furnished~~ and ~~shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section~~Exhibits. ~~The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.~~

On March 23, 2009, The Walking Company Holdings, Inc. issued a press release announcing its sales results for the quarter and year ended December 31, 2008. A copy of the press release is attached as Exhibit 99.1.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On March 23, 2009, The Walking Company Holdings, Inc. issued a press release announcing its disposition of the Big Dogs outlet chain and its Financial Restructuring. A copy of the press release is attached as Exhibit 99.1.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer Listing.

On March 23, 2009, the Board of Directors of The Walking Company Holdings, Inc. unanimously approved the filing of a Form 25 with the SEC to voluntarily delist from the NASDAQ Global Market ("NASDAQ") its common stock on April 2, 2009. On March 25, 2009, it notified the NASDAQ Stock Market of its intention to delist. Approximately 10 days after the filing date of the Form 25, the company plans to file a Form 15 with the SEC to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended.

On March 23, 2009, The Walking Company Holdings, Inc. issued a press release announcing its intention to delist from NASDAQ. A copy of the press release is attached as Exhibit 99.1and that information is herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 — Press Release of Big Dog Holdings, Inc., dated March 23, 2009.

Exhibit Number		Description of Exhibit
99.1		Press Release regarding Notice of Non-Compliance with NASDAQ Marketplace Rule 4350, as a result of voluntary delisting from the NASDAQ, issued on March 27, 2009 (furnished herewith).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WALKING COMPANY HOLDINGS, INC.
Dated: March 26, 2009	By:	/s/ Anthony J Wall
Dated: April 1, 2009	By:	/s/ Anthony J. Wall
		Anthony J Wall, Secretary
		Anthony J. Wall, Secretary

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