UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

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

Commission File Number: 0-22963

BIG DOG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 52-1868665
(State or jurisdiction of (IRS employer
incorporation or organization) identification no.)

121 GRAY AVENUE
SANTA BARBARA, CALIFORNIA 93101
(Address of principal executive offices) (zip code)

(805) 963-8727
(Registrant's telephone number, including area code)

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.

X Yes No

The number of shares outstanding of the registrant's common stock, par
value $.01 per share, at November 8, 1999 was 12,000,350 shares.

BIG DOG HOLDINGS, INC

INDEX TO FORM 10-Q

PAGE
NO.

PART I. FINANCIAL INFORMATION................................................3

ITEM 1: FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
September 30, 1999 and December 31, 1998.............................3

CONSOLIDATED STATEMENTS OF OPERATIONS
Three months and nine months ended September 30, 1999 and 1998.......4

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1999 and 1998........................5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................6

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................7

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........9

PART II. OTHER INFORMATION...................................................10

ITEM 1: LEGAL PROCEEDINGS...................................................10

ITEM 2: CHANGES IN SECURITIES...............................................10

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.....................................10

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10

ITEM 5: OTHER INFORMATION...................................................10

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K....................................10

SIGNATURES...................................................................10

PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS

BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

September 30, December 31,
1999 1998
------------ -----------
(Unaudited)

CURRENT ASSETS:
Cash and cash equivalents ................................ $ 7,693,000 $ 13,458,000
Accounts receivable, net ................................. 681,000 906,000
Inventories .............................................. 28,860,000 23,345,000
Prepaid expenses and other current assets ................ 1,862,000 811,000
Deferred income taxes .................................... 1,144,000 872,000
------------ ------------
Total current assets ................................... 40,240,000 39,392,000
PROPERTY AND EQUIPMENT, Net ................................. 12,154,000 12,983,000
INTANGIBLE ASSETS, Net ...................................... 37,000 30,000
OTHER ASSETS ................................................ 672,000 589,000
------------ ------------
TOTAL ....................................................... $ 53,103,000 $ 52,994,000
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable ......................................... $ 5,271,000 $ 3,494,000
Income taxes payable ..................................... 1,140,000 2,621,000
Accrued expenses and other current liabilities ........... 2,319,000 2,928,000
------------ ------------
Total current liabilities .............................. 8,730,000 9,043,000
DEFERRED RENT ............................................... 812,000 764,000
DEFERRED GAIN ON SALE-LEASEBACK ............................. 525,000 --
------------ ------------
Total liabilities ........................................ 10,067,000 9,807,000
------------ ------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 3,000,000 shares
authorized, none issued and outstanding
Common stock, $.01 par value, 30,000,000 shares
authorized, 13,183,550 issued at September 30, 1999 and
December 31, 1998 ...................................... 132,000 132,000
Additional paid-in capital ............................... 42,416,000 42,296,000
Retained earnings ........................................ 8,005,000 7,764,000
Treasury stock, 1,183,200 and 1,083,200 shares at
September 30, 1999 and December 31, 1998, respectively (7,006,000) (6,494,000)
Notes receivable from common stockholders ................ (511,000) (511,000)
------------ ------------
Total stockholders' equity ............................. 43,036,000 43,187,000
------------ ------------
TOTAL ....................................................... $ 53,103,000 $ 52,994,000
============ ============

See accompanying notes.

BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------

NET SALES ............................... $ 29,596,000 $ 28,354,000 $ 70,432,000 $ 64,955,000
COST OF GOODS SOLD ...................... 11,442,000 11,266,000 28,831,000 26,644,000
------------ ------------ ------------ ------------
GROSS PROFIT ............................ 18,154,000 17,088,000 41,601,000 38,311,000
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Selling, marketing and distribution 12,240,000 11,895,000 35,670,000 34,111,000
General and administrative ........ 1,242,000 1,330,000 3,706,000 3,812,000
------------ ------------ ----------- ------------
Total operating expenses ..... 13,482,000 13,225,000 39,376,000 37,923,000
------------ ------------ ----------- ------------
INCOME FROM OPERATIONS .................. 4,672,000 3,863,000 2,225,000 388,000
INTEREST INCOME, NET .................... (76,000) (33,000) (170,000) (340,000)
------------ ------------ ----------- ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES ...................... 4,748,000 3,896,000 2,395,000 728,000
PROVISION FOR INCOME TAXES .............. 1,861,000 1,496,000 944,000 280,000
------------ ------------ ------------ ------------
NET INCOME .............................. $ 2,887,000 $ 2,400,000 $ 1,451,000 $ 448,000
============ ============ ============ ============
NET INCOME PER SHARE
BASIC AND DILUTED ................. $ 0.24 $ 0.20 $ 0.12 $ 0.04
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING:
BASIC ........................... 12,002,000 12,183,000 12,043,000 12,599,000
DILUTED ......................... 12,150,000 12,204,000 12,180,000 12,643,000

See accompanying notes.

BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Nine Months Ended
September 30,
-------------------------------
1999 1998
------------ -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 1,451,000 $ 448,000
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization ...................... 3,098,000 2,745,000
Provision for losses on receivables ................ 35,000 23,000
(Gain) Loss on disposition of property and equipment (504,000) 81,000
Deferred income taxes .............................. (272,000) (240,000)
Changes in operating assets and liabilities:
Receivables ...................................... 189,000 (320,000)
Inventories ...................................... (5,515,000) (14,238,000)
Prepaid expenses and other assets ................ (1,051,000) (1,547,000)
Accounts payable ................................. 1,777,000 2,992,000
Income taxes payable ............................. (1,481,000) (1,034,000)
Accrued expenses and other current liabilities ... (609,000) (35,000)
Deferred rent .................................... 48,000 149,000
Deferred gain on sale-leaseback .................. 525,000 ---
------------ -----------
Net cash used in operating activities .......... (2,309,000) (10,976,000)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................. (3,878,000) (4,936,000)
Investments .......................................... (126,000) ---
Proceeds from sale of capitalized assets ............. 2,134,000 13,000
Other ................................................ 4,000 (288,000)
------------ -----------
Net cash used in investing activities .......... (1,866,000) (5,211,000)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock ........................... (512,000) (6,494,000)
Proceeds from issuance of warrants ................... 120,000 ---
Proceeds from exercise of warrants ................... --- 72,000
Principal repayments of notes receivable ............. 12,000 37,000
Dividend payment ..................................... (1,210,000) ---
------------ -----------
Net cash used in financing activities .......... (1,590,000) (6,385,000)
------------ -----------
NET DECREASE IN CASH .................................... (5,765,000) (22,572,000)
CASH, BEGINNING OF PERIOD ............................... 13,458,000 23,508,000
------------ -----------
CASH, END OF PERIOD ..................................... $ 7,693,000 $ 936,000
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest ........................................... $ 15,000 $ 7,000
Income taxes ....................................... $ 2,696,000 $ 1,553,000

See accompanying notes.

BIG DOG HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulations
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.

In the opinion of management, all adjustments, consisting only of normal
recurring entries necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the financial statements
and footnotes thereto for Big Dog Holdings, Inc. and its wholly owned
subsidiary, Big Dog USA, Inc. (the "Company") included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

NOTE 2. Short-term Borrowings

The Company has a borrowing arrangement with a bank whereby the Company
may, from time to time and upon approval from the bank, borrow up to $8 million.
Such borrowings may be used for cash advances and letters of credit. The
borrowing arrangement provides for interest at the bank's prime rate less 3/8%
or 250 basis points over the LIBOR rate and is collateralized by substantially
all the assets of the Company. As of September 30, 1999, the Company had no
advances and $0.4 million of letters of credit outstanding. The letters of
credit expire through December 31, 1999.

NOTE 3. Stockholders' Equity

In March 1998, the Company announced that its Board authorized the
repurchase of up to $10,000,000 of its common stock. Between July 1, 1999 and
November 12, 1999, the Company repurchased no shares of common stock.

NOTE 4. Dividend Paid

On March 6, 1999, the Company paid an annual dividend to stockholders of
record at the close of business on February 22, 1999, in the amount of $0.10 per
share, totaling $1,210,000.

NOTE 5. Sale of Building

In May 1999, the Company purchased the building which houses its downtown
Santa Barbara retail store for $1.6 million. In August 1999, the Company sold
this building for $2.1 million and simultaneously entered into a 10-year lease.
The $0.5 million gain related to the sale of this building is being deferred
over the life of the lease as required by generally accepted accounting
principles.

NOTE 6. PETsMART.com Agreement

In August 1999, the Company entered into a strategic relationship agreement
and related agreements with PETsMART.com, Inc. Under these agreements, the
Company and PETsMART.com will participate in cooperative marketing efforts,
including advertising, direct mailings and sponsorship on each other's websites.
Included as part of the strategic relationship, the Company bought a warrant to
purchase common stock of PETsMART.com at varying exercise prices. The warrant is
subject to partial revocation in the event certain performance criteria are not
met. Additionally, the Company sold PETsMART.com a five-year warrant to purchase
121,000 shares of common stock of the Company at an exercise price of $10 per
share for $121,000.

NOTE 7. Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. As amended by SFAS No.
137, this statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company anticipates that the adoption of SFAS
No. 133 will not have a material impact on the Company's financial statements.

ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis should be read in conjunction with the
Company's financial statements and notes related thereto. Certain minor
differences in the amounts below result from rounding of the amounts shown in
the consolidated financial statements.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1999 and 1998

NET SALES. Net sales consist of sales from the Company's stores, catalog,
and wholesale accounts, all net of returns and allowances. Net sales increased
to $29.6 million for the three months ended September 30, 1999 from $28.4
million for the same period in 1998, an increase of $1.2 million or 4.2%. Of the
increase, $2.0 million was primarily attributable to the 26 stores not yet
qualifying as comparable stores as of September 30, 1999 and $0.1 million to an
increase in the Company's catalog and wholesale business, net of a $0.9 million
decrease attributable to a 3.7% decline in same-store sales.

GROSS PROFIT. Gross profit increased to $18.2 million for the three months
ended September 30, 1999 from $17.1 million for the same period in 1998, an
increase of $1.1 million or 6.4%. As a percentage of net sales, gross profit
increased to 61.3% in the three months ended September 30, 1999 from 60.3% in
the same period in 1998. This 1.0% increase was due in part to improved sourcing
and purchasing of products and a change in the retail sales product mix and
promotion strategy.

SELLING, MARKETING AND DISTRIBUTION EXPENSES. Selling, marketing and
distribution expenses consist of expenses associated with creating, distributing
and selling products through all channels of distribution, including occupancy,
payroll and catalog costs. Selling, marketing and distribution expenses
increased to $12.2 million in the three months ended September 30, 1999 from
$11.9 million in the same period for 1998, an increase of $0.3 million, or 2.5%.
As a percentage of net sales, these expenses decreased to 41.4% in the three
months ended September 30, 1999 from 42.0% in the same period in 1998. The 0.6%
decrease in selling, marketing and distribution expenses is primarily
attributable to operating efficiencies achieved with respect to the Company's
distribution center.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist of administrative salaries, corporate occupancy costs and other
corporate expenses. General and administrative expenses decreased to $1.2
million for the three months ended September 30, 1999 from $1.3 million for the
same period in 1998, a decrease of $0.1 million or 7.7%. As a percentage of net
sales, these expenses decreased to 4.2% in the three months ended September 30,
1999 from 4.7% in the same period in 1998. The percentage decrease in general
and administrative expenses reflects certain expense reductions and the
operating leverage of spreading these expenses over a larger revenue base.

INTEREST INCOME. Interest income increased to $76,000 in the three months
ended September 30, 1999 from $33,000 of interest income in the same period in
1998, principally due to higher cash balances during the current period.

Nine Months Ended September 30, 1999 and 1998

NET SALES. Net sales increased to $70.4 million for the nine months ended
September 30, 1999 from $65.0 million for the same period in 1998, a net
increase of $5.4 million or 8.3%. Of the increase, $5.1 million was primarily
attributable to the 26 stores not yet qualifying as comparable stores as of
September 30, 1999 and $0.6 million to an increase in the Company's wholesale
business, net of a $0.3 million decrease attributable to a 0.6% decline in
same-store sales.

GROSS PROFIT. Gross profit increased to $41.6 million for the nine months
ended September 30, 1999 from $38.3 million for the same period in 1998, an
increase of $3.3 million or 8.6%. As a percentage of net sales, gross profit
increased to 59.1% in the nine months ended September 30, 1999 from 59.0% in the
same period in 1998.

SELLING, MARKETING AND DISTRIBUTION EXPENSES. Selling, marketing and
distribution expenses increased to $35.7 million in the nine months ended
September 30, 1999 from $34.1 million in the same period for 1998, an increase
of $1.6 million or 4.7%. As a percentage of net sales, these expenses decreased
to 50.6% in the nine months ended September 30, 1999 from 52.5% in the same
period in 1998. The 1.9% decrease in selling, marketing and distribution
expenses was primarily attributable to operating efficiencies achieved with
respect to the Company's distribution center.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased to $3.7 million for the nine months ended September 30, 1999 and from
$3.8 million in the same period for 1998, a decrease of $0.1 million or 2.6%. As
a percentage of net sales, these expenses decreased to 5.3% in the nine months
ended September 30, 1999 from 5.9% in the same period in 1998. The percentage
decrease in general and administrative expenses reflects the operating leverage
of spreading these expenses over a larger revenue base.

INTEREST INCOME. Interest income decreased to $0.2 million in the nine
months ended September 30, 1999 from $0.3 million in the same period in 1998,
principally due to lower cash balances in 1999.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended September 30, 1999, the Company's primary uses
of cash were for merchandise inventories, income taxes, capital expenditures and
dividends paid to stockholders. The Company satisfied its cash requirements
primarily from cash flow from operations, proceeds from the sale of a building
and excess cash.

Cash used in operating activities was $2.3 million and $11.0 million for
the nine months ended September 30, 1999 and 1998, respectively. The $8.7
million decrease was primarily due to a reduction in inventory purchases during
the period.

Cash used in investment activities for the nine months ended September 30,
1999 and 1998 was $1.9 million and $5.2 million, respectively. Cash flows used
in investment activities in the first nine months of 1999 related to the
build-out of the second floor mezzanine at the Company's distribution facility,
11 new store openings and capital additions to the Company's existing stores,
net of cash proceeds from the sale of a building. Cash used in investment
activities in the first nine months of 1998 related primarily to build-out and
equipment purchases related to the Company's distribution facility and 22 new
store openings.

Cash used in financing activities in the nine months ended September 30,
1999 and 1998 was $1.6 million and $6.4 million, respectively. In the nine
months ended September 30, 1999, the Company paid a discretionary dividend of
$0.10 per share to stockholders for a total dividend payment of $1.2 million,
and repurchased 100,000 shares of its common stock for a total purchase price of
$0.5 million. In the same period of 1998, the Company repurchased 1,083,200
shares of its common stock for a total purchase price of $6.5 million.

SEASONALITY

The Company believes its seasonality is somewhat different than many
apparel retailers since a significant number of the Company's stores are located
in tourist areas and outdoor malls that have different visitation patterns than
urban and suburban retail centers. The third and fourth quarters (consisting of
the summer vacation, back-to-school and Christmas seasons) have historically
accounted for the largest percentage of the Company's annual sales and profits.
The Company has historically incurred operating losses in its first quarter and
close to break-even results in the second quarter.

YEAR 2000

The Year 2000 issue is the result of computer programs being written to use
two digits to define year dates. Computer programs running date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in systems failure or miscalculations causing
disruptions of operations.

In March 1999, the Company completed the upgrading of its major software
systems to a new release which has been certified as Year 2000 compliant. The
Company has completed the internal testing of its information technology systems
and will continue to monitor such systems through the end of 1999. The Company
has also addressed internally its non-information technology related systems and
expects no significant operational problems relating to the Year 2000 issues.
The costs of the Company's Year 2000 compliance project are not expected to be
material to the Company's financial position.

The Company has requested all significant third-party vendors to certify
Year 2000 compliance. While there can be no guaranty that such vendors will be
Year 2000 compliant, the Company does not expect any material adverse impact on
its business operations by the failure of any of its vendors to complete any
required changes related to the Year 2000 date conversion.

STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

Certain sections of this Quarterly Report on Form 10-Q, including the
preceding "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contain various forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended, which represents the
Company's expectations or beliefs concerning future events. These forward
looking statements involve risk and uncertainties, and the Company cautions that
these statements are further qualified by important factors that could cause
actual results to differ materially from those in the forward looking
statements. Primary factors that could cause actual results to differ include
those listed in the Company's Form 10-K for the year ended December 31, 1998
filed with the Securities and Exchange Commission.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS
Not applicable

ITEM 2: CHANGES IN SECURITIES
Not applicable

ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable

ITEM 5: OTHER INFORMATION
Not available

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit N Document Description
27.1 Financial Data Schedule

(b) Reports on Form 8-K
Not applicable

SIGNATURES

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

BIG DOG HOLDINGS, INC.

November 12, 1999 /s/ ANDREW D. FESHBACH
Andrew D. Feshbach
President and Chief Executive Officer
(Principal Executive Officer)

November 12, 1999 /s/ ROBERTA J. MORRIS
Roberta J. Morris
Chief Financial Officer and Treasurer
(Principal Financial Officer)