Prospectus Filed Pursuant to Rule 424

Registration No. 333-127888

          You should rely only on the information contained in this prospectus. We have not, the selling shareholders have not, and the underwriter has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, the selling shareholders are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

          This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including “Risk Factors” and our Consolidated Financial Statements and related notes included elsewhere in this prospectus, before making an investment decision.

          The terms “Dover Saddlery,” “Dover,” “the Company,” “we,” “us” and “our” as used in this prospectus refer to the registrant, Dover Saddlery, Inc., a Delaware corporation.

Overview

Dover Saddlery

          We are a leading specialty retailer and the largest direct marketer of equestrian products in the United States. For over 20 years, Dover Saddlery has been a premier upscale brand in the English-style riding industry. We sell our products through a multi-channel strategy, including catalogs, the Internet and retail stores.

          We offer a comprehensive selection of products ranging in price from $1 to $4,000 in three main categories of saddles and tack, specialized apparel and horse care and stable products. Dover is known for providing the highest quality products for English-style riding including premier brands such as Hermes ^tm , Ariat ^tm , Grand Prix ^tm , Mountain Horse ^tm , Passier ^tm and Prestige ^tm , as well as private label and non-branded products. In 2002 we also began selling into the Western-style riding market under the Smith Brothers name.

          Our management team is highly experienced in direct marketing and retail with an average of more than 20 years of equestrian experience. Since joining Dover in 1998 as our President and Chief Executive Officer, Stephen L. Day and his team have grown annual revenues from $15.6 million to $58.7 million and annual operating income from $1.4 million to $4.2 million, representing compound annual growth rates of 27.7% and 22.6%, respectively.

          We have positioned ourselves to capitalize on the synergies of combining catalog and Internet operations with a retail store channel. Our experience to date has demonstrated two very important factors: (i) customers who purchased items using all three channels (catalog, Internet and retail stores) have, on average, historically bought nearly three times more than customers who purchased only from a single channel; and (ii) direct sales to customers within a 30 mile radius of a new retail store have, within two years of that retail store opening, exceeded direct sales prior to the new store opening. We have also experienced overall sales growth when we have opened a new store in areas where we have an existing strong customer base. For example, when we opened our Hockessin, DE store in 2002, sales in the area grew from $496,441 to $3,107,617 in the second year after opening the store, or approximately 150% compounded annual growth.

          Our strategy for growth involves the opening of additional retail stores in targeted locations nation-wide. Through our subsidiaries, we currently operate three Dover Saddlery retail stores and one Smith Brothers retail store. We have identified additional locations using our proprietary mathematical store optimization model that selects sites nationwide with the strongest sales potential and optimizes distances between stores to enhance revenue potential. Our initial target of 50 locations will each utilize one of three different store formats depending on the location and sales potential.

          Based on our experience to date with opening new retail stores in areas where we have a high level of existing direct customers, we believe that expanding the number of retail store locations and focusing on our multi-channel business strategy are key to our continued success.

Competitive Strengths

          We believe that we are uniquely positioned in the equestrian tack, specialized apparel and horse care and stable products industry to grow through our multi-channel strategy. We believe that we have numerous competitive strengths including the following:

Growth Strategies

Our Corporate Information

          We were formed as Dover Saddlery, Inc., a Delaware corporation, in 1998 and acquired Dover Saddlery, Inc., a Massachusetts corporation, which was founded in 1975 and operates as our wholly-owned subsidiary. In 2002 we acquired Smith Brothers, Inc., a Texas corporation, which also operates as our wholly-owned subsidiary. Our principal executive office is located at 525 Great Road, Littleton, MA 01460 and our telephone number is (978) 952-8062 at that address. We maintain websites on the Internet at www.doversaddlery.com and www.smithbrothers.com . Our websites, and the information contained or accessible through our websites, are not part of this prospectus.

THE OFFERING

Common Stock

Common stock offered:

          See “Risk Factors” and the other information included in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in shares of our common stock.

          The number of shares of our common stock to be outstanding following this offering is based on 3,583,509 shares of our common stock outstanding as of November 17, 2005 and excludes:

In addition, except where we state otherwise, the information we present in this prospectus reflects:

OpenIPO ®

          This offering was made through the OpenIPO® process, in which the allocation of shares and the public offering price are primarily based on an auction in which prospective purchasers are required to bid for the shares. This process is described under “Plan of Distribution.” Except as otherwise indicated, the information in this prospectus assumes no exercise of the underwriter’s over-allotment option.

SUMMARY HISTORICAL FINANCIAL INFORMATION

          The following tables summarize the financial data for our business. For a more detailed explanation of our financial condition and operating results, you should read “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results and pro forma historical information do not necessarily indicate the results that we can expect for any future periods. The historical financial information gives retroactive effect to a 1.3179 for 1 stock split, which will be effected upon the completion of this offering.

(footnotes continued on following page)

EBITDA has some limitations as an analytical tool and you should not consider it in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities or any other measure calculated in accordance with generally accepted accounting principles. Some of the limitations are:

     The following table reconciles EBITDA to net income.

RISK FACTORS

          You should carefully consider the risks described below and all of the other information included in this prospectus before deciding whether to invest in our common stock. The risks described below are those that we currently believe may materially affect our Company. Additional risks of which we are unaware or that we deem immaterial also may become important factors that affect our Company in the future. If any of the following risks actually occur, our business, financial condition or operating results could suffer. In this case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related To Our Business

If we cannot successfully execute our planned retail store expansion, our growth and profitability would be adversely impacted.

          We currently have four retail stores and have identified additional locations throughout the U.S. where we plan to open new stores over the next several years. A significant percentage of our projected future growth is expected to be generated from these new locations. If we experience delays in opening new stores, fail to select appropriate sites, encounter problems in opening new locations, or have trouble achieving anticipated sales volume in new locations, our growth and profitability will be adversely impacted. We have only opened three new stores in areas previously served by direct sales and so our experience observing the effects of new stores on our overall sales revenues is limited. Any one or more of the new stores we intend to open may not be profitable, in which event our operating results may suffer.

          Our ability to expand our retail presence depends in part on the following factors:

          In addition, each retail store is expected to require approximately $0.7 to $1.1 million of capital, including start up costs, leasehold improvements and inventory, and excluding the cost of the real estate. If actual costs are higher than expected or if sales in such stores are lower than expected, we may not be able to open as many retail stores as anticipated or we will need to raise additional capital in order to continue our growth.

If we cannot continue to successfully manage our direct sales channel, it would negatively impact our growth and profitability.

          Our direct sales generated 88.9% of our revenues in 2004 and we expect such operations to continue to represent a majority of our sales for at least the next several years. Our success

          Catalog production, mailings and paper-based packing products, such as shipping cartons, entail substantial paper, postage, human resource and other costs, including costs of catalog development. We incur most of these costs prior to the mailing of each catalog. Increases in costs of mailing, paper or printing would increase our costs and adversely affect our earnings if we are unable to pass such cost increases on to our customers.

          Sales through our websites generated 18.7% of our revenues in 2004. The success of our online business depends in part on factors over which we have limited control. These factors include changing customer preferences, changing buying trends related to Internet usage, changes in technology interfaces, technology failures or human errors, security breaches and consumer privacy concerns. Any failure to respond successfully to these risks and uncertainties might adversely affect sales through our websites, impair our reputation and increase our operating costs.

          The success of our direct sales hinges on the achievement of adequate response rates to mailings, merchandising and catalog and website presentations that appeal to our customers and the expansion of our potential customer base in a cost-effective manner. Lack of consumer response to particular catalog or flier mailings or Internet marketing efforts may increase our costs and decrease the profitability of our business.

Our retail store rollout could cannibalize existing sales from our direct sales channel or existing retail locations.

          Our strategy to increase the number of retail store locations is based on finding optimal locations where demand for equestrian products is high. When we open a retail store in an area that has a high concentration of our existing customers, we expect that such customers will purchase products in the retail location as well as through our catalogs and websites, ultimately increasing their total purchases as multi-channel customers. Direct sales in the geographic area surrounding our Hockessin, DE store declined 4.0% in the first year of such store’s operation from $496,441 to $476,517. In the future, in areas where we open retail stores, the customers located within the area of such store may not spend more than they would have from the catalog and websites and therefore there may be a transfer of sales from our direct sales business to our retail stores. In such case, we may incur significant costs associated with opening a store and mailing catalogs while not generating incremental revenue.

With a significant portion of our growth strategy dependent upon our planned retail store expansion, our quarterly revenues and earnings could be variable and unpredictable and inventory levels will increase.

          We plan to increase the rate at which we open new stores. As we open new stores, (i) revenues may fluctuate and (ii) pre-opening expenses are incurred which may not be offset by a corresponding increase in revenues during the same financial reporting period. These factors may contribute to variable operating results.

We rely on service providers to operate our business and any disruption of their supply of services could have an adverse impact on our revenues and profitability.

          We rely on a number of service providers to operate our business such as:

          Any disruption in these services may have a negative impact on our ability to market and sell our products and serve our customers and could result in increased costs to us.

We rely on merchandise suppliers to operate our business and any disruption of their supply of products could have an adverse impact on our revenues and profitability.

          We rely on merchandise suppliers to supply our products in saleable condition, in sufficient quantities, at competitive prices and in a timely manner. In 2004, our five largest merchandise suppliers collectively provided approximately 29%, and our single largest merchandise supplier accounted for 7%, of our total purchases. Our current merchandise suppliers may not be able to accommodate our anticipated needs in a timely matter or at all. If we are unable to acquire suitable merchandise in a timely manner or lose one or more key merchandise suppliers, we may not be able to offer products that are important to our merchandise assortment, which would have a material adverse effect on our business. While we believe our merchandise supplier relationships are satisfactory, we have no contractual arrangements providing for continued supply from our key merchandise suppliers and our merchandise suppliers may discontinue selling to us at any time or may raise the cost of merchandise and we may be unable to pass such price increases along to our customers.

If we do not properly manage our inventory levels, our operating results and available funds for future growth will be adversely affected.

          We currently maintain a high level of inventory consisting of approximately 28,000 SKUs in order to limit out of stock items and have a broad depth of products for our customers. The investment associated with this high level of inventory is substantial. If we fail to adequately predict the amount or mix of our inventory, we will incur costs associated with stocking inventory that is not being sold or fails to meet the demands of our customers or we may be required to write off or write down inventory which would hurt our operating results. If we do not meet the needs of our customers, they may decide to purchase products from our competitors. Although we have some ability to return merchandise to our suppliers, we incur additional costs in doing so and we may not be able to return merchandise in the future.

          The efficient operation of our business is dependent on our information technology systems and our point of sale, or POS, systems. Our information technology systems are located in Littleton, MA, and our POS systems are located in each retail store. These systems, which operate our website, process transactions, respond to customer inquiries, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-effective operations, are subject to damage from natural disasters, power failures, hardware and software failures, security breaches, network failures, computer viruses and operator negligence. The failure of our information technology systems and our POS systems to perform as designed, even if temporary, could adversely affect inventory levels, shipments to customers and customer service. Any such event would have a material adverse effect on our operating results.

          We may experience operational problems with our information systems as a result of system failures, viruses, computer “hackers” or other causes. Any material disruption or slowdown of our systems could cause information, including data related to customer orders, to be lost or delayed, which could hurt our business, financial condition and results of operations. Moreover, we may not be successful in developing or acquiring technology that is competitive and responsive to the needs of our customers and might lack sufficient resources to make the necessary investments in technology to compete with our competitors. Accordingly, if changes in technology cause our information systems to become obsolete, or if our information systems are inadequate to handle our anticipated growth, we could lose customers.

          While we believe that our systems are adequate to support our planned opening of additional retail stores over the next several years and the future growth of our direct sales business, we may need to upgrade and modify our information technology capabilities. Any upgrades to our information technology systems and our POS systems may not be successful or may cause substantial expenses. In addition, there are inherent risks associated with upgrading our core systems, including disruptions that affect our ability to deliver products to our customers. If we were unable to adequately handle these disruptions, it could adversely affect inventory levels, shipments to customers and customer service. Any such event would have a material adverse effect on our operating results.

A decline in discretionary consumer spending could reduce our revenues.

          Our revenues depend to a degree on discretionary consumer spending, which may decrease due to a variety of factors beyond our control. These include unfavorable general business conditions, increases in interest rates, increases in inflation, stock market uncertainty, war, terrorism, fears of war or terrorism, increases in consumer debt levels and decreases in the availability of consumer credit, adverse or unseasonable weather conditions, adverse changes in applicable laws and regulations, increases in taxation, adverse unemployment trends and other factors that adversely influence consumer confidence and spending. Any one of these factors could result in adverse fluctuations in our revenues generally. Our revenues also depend on the extent to which discretionary consumer spending is directed towards recreational activities generally and equestrian activities and products in particular. Reductions in the amounts of discretionary spending directed to such activities would reduce our revenues.

          Our customers’ purchases of discretionary items, including our products, may decline during periods when disposable income is lower or periods of actual or perceived unfavorable economic conditions. If this occurs, our revenues would decline, which may have a material adverse effect on our business.

          We experience seasonal fluctuation in our revenues and operating results. We typically realize a higher portion of our revenues and operating results during the fourth quarter. As a result of this seasonality, we believe that quarter to quarter comparisons of our operating results are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance.

Competition in the equestrian products market could reduce our revenue and profitability.

          The equestrian products market is highly fragmented with approximately 10,000 retail store locations nationwide. Many of these are small businesses that have a loyal customer base. We may therefore not be able to generate sufficient sales to support our new retail store locations. We also compete directly with State Line Tack, which is owned by Petsmart and has greater financial resources than we have. There are also a significant number of sporting goods stores, mass merchandisers and other better funded companies that could decide to enter into or expand their equestrian products offerings. In addition, if our competitors reduce their prices, we may have to reduce our prices in order to compete. We may also be forced to increase our advertising or mail a greater number of catalogs in order to generate the same or even lower level of sales. Any one of these competitive factors could adversely affect our revenues and profitability.

A natural disaster or other disruption at our Littleton, MA warehouse fulfillment center could cause us to lose merchandise and be unable to deliver products to our direct sales customers and our retail stores.

          We currently rely on our Littleton, MA warehouse to handle our fulfillment needs. Any natural disaster or other serious disruption to this center due to fire, flood, tornado, earthquake or any other calamity could damage a significant portion of our inventory, and materially impair our ability to adequately stock our retail stores, deliver merchandise to customers, and process returns to merchandise suppliers and could result in lost revenues and increased costs.

If we lose key members of management or are unable to retain the talent required for our business, our operating results could suffer.

          Our future success depends to a significant degree on the skills, experience and efforts of Stephen Day, our President and Chief Executive Officer, Jonathan Grylls, our Chief Operating Officer and other key personnel including our senior executive management. We currently maintain four million dollars of key-man life insurance on Mr. Day, the proceeds of which are required to pay down outstanding debt. Effective as of September 1, 2005, we have entered into employment agreements with Mr. Day and Mr. Grylls which contain provisions for non-competition, non-solicitation and severance. In addition, our future success depends upon our ability to attract and retain highly-skilled and motivated, full-time and temporary sales personnel with appropriate equestrian products industry knowledge and retail experience to work in management and in our retail stores. The loss of the services of any one of these individuals or the inability to attract and retain qualified individuals for our key management and retail sales positions may have a material adverse effect on our operating results.

We may need additional financing to execute our growth strategy, which may not be available on favorable terms or at all, which could increase our costs, limit our ability to grow and dilute the ownership interests of existing shareholders.

          Our current revolving credit facility is due in full on September 16, 2008. The total amount raised in this offering will not be enough to finance the opening of all of our planned additional

          We may obtain additional financing by issuing equity securities that will dilute the ownership interests of existing shareholders. If we are unable to obtain additional financing, we may be forced to scale back operations or be unable to address opportunities for expansion or enhancement of our operations.

The terms of our revolving credit facility impose operating and financial restrictions on us, which may impair our ability to grow our business or respond to changing business and economic conditions and could have an adverse impact on our business.

          Our current revolving credit facility contains provisions which restrict our ability to, among other things, incur or repay additional indebtedness, make particular types of investments, incur liens, pay dividends, consummate mergers and consolidations, enter into transactions with affiliates or make substantial asset sales. In addition, our obligations under the revolving credit facility are secured by interests in substantially all of our personal property excluding store and distribution center equipment and fixtures. In the event of our insolvency, liquidation, dissolution or reorganization, the lenders under our revolving credit facility would be entitled to payment in full from our assets before distributions, if any, were made to our stockholders.

We rely on foreign sources for many of our products which subjects us to various risks.

          We currently source approximately 24% of our products from foreign manufacturers located in Europe, Asia and South America. As such, we are subject to risks and uncertainties associated with changing economic and political conditions in foreign countries. These risks and uncertainties include currency rate fluctuations, import duties and quotas, work stoppages, economic uncertainties including inflation, foreign government regulations, wars and fears of war, acts of terrorism and fear of acts of terrorism, political unrest and trade restrictions. Additionally, countries in which our products are currently manufactured or may be manufactured in the future may become subject to trade restrictions imposed by the U.S. or foreign governments. Any event affecting prices or causing a disruption or delay of imports from foreign merchandise suppliers, including the imposition of additional import restrictions, currency rate fluctuations, restrictions on the transfer of funds or increased tariffs or quotas, or both, could increase the cost or reduce the supply of merchandise available to us and adversely affect our operating results.

          We do not currently, and we do not plan to, hedge against increases or decreases in the value of the U.S. dollar against any foreign currencies. Our product sourcing from foreign merchandise suppliers means, in part, that we may be affected by declines in the value of the U.S. dollar relative to other foreign currencies. Specifically, as the value of the U.S. dollar declines relative to other currencies, our effective cost of products increases. As a result, declines in the value of the U.S. dollar relative to foreign currencies would adversely affect our operating results.

          As we open retail stores in additional states, the necessary relationship between the retail stores and our direct sales business may be deemed by certain state tax authorities to create a nexus for state income and sales taxation of our direct sales business in those states. This could result in an increase in the tax collection and payment obligations of our direct sales business, which would have an adverse effect on the profitability and cash flows of our direct sales business and our overall business. Such sales tax collection obligations, if any, would increase the total cost of our products to our customers. This increased cost to our customers could negatively affect the revenues of our direct sales business if we are required to reduce the underlying prices for the products sold through our direct sales channel. The occurrence of either of these events would have an adverse effect on the revenues, costs and cash flows of our direct sales business. This area of law is uncertain and changing and we could be subject to paying back taxes and penalties.

If we fail to adequately protect our trademarks, our brand and reputation could be impaired or diluted and we could lose customers.

          We have, or have rights to, four marks that we consider to be material to the successful operation of our business: Dover Saddlery, Smith Brothers, Miller’s Harness and The Source. We currently use all of these marks in our direct sales business. We also have several additional pending trademark applications. We also regard our copyrights, service marks, trade dress, trade secrets and similar intellectual property as critical to our success. In addition to our registered marks and pending applications, our principal intellectual property rights include copyrights in our catalogs, rights to our domain names and our databases and information management systems. As such, we rely on trademark and copyright law, trade secret protection and confidentiality agreements to protect our proprietary rights. Nevertheless, the steps we take to protect our proprietary rights may be inadequate. Our trademark applications may not be granted, and we may not be able to secure significant protection for our marks. Our competitors or others may adopt trademarks or service marks similar to our marks or try to prevent us from using our marks, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. If we are unable to protect or preserve the value of our trademarks, copyrights, trade secrets or other proprietary rights for any reason, our brand and reputation could be impaired or diluted and we may lose customers.

We may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights, which could have a negative impact on our business.

          Other parties may assert claims with respect to patent, trademark, copyright or other intellectual property rights that are important to our business, such as our Dover Saddlery, Smith Brothers and Miller’s Harness trademarks. Other parties might seek to block the use of, or seek monetary damages or other remedies for the prior use of, our intellectual property or the sale of our products as a violation of their trademark, patent or other proprietary rights. Defending any claims, even claims without merit, could be time-consuming, result in costly settlements, litigation or restrictions on our business and could damage our reputation.

          In addition, there may be prior registrations or use of intellectual property in the U.S. or foreign countries (including, but not limited to, similar or competing marks or other proprietary rights) of which we are not aware. In all such countries, it may be possible for any third-party owner of a

          Any such claims of infringement or misappropriation, whether meritorious or not, could:

          Third parties might assert infringement claims against us in the future with respect to any of our products. Any such assertion might require us to enter into royalty arrangements or litigation that could be costly to us. Any of these events could have a material adverse effect on our business.

We are subject to numerous regulations and regulatory changes that could impact our business or require us to modify our current business practices.

          We are subject to numerous regulations governing the Internet and e-commerce, retailers generally, the importation, promotion and sale of merchandise and the operation of retail stores and warehouse facilities. These regulations include customs, privacy, truth-in-advertising, consumer protection, shipping and zoning and occupancy laws and ordinances. Many of these laws and regulations may specifically impede the growth of the Internet or other online services. If these laws were to change, or are violated by our management, employees, suppliers, buying agents or trading companies, we could experience delays in shipments of our goods or be subject to fines or other penalties which could hurt our business, financial condition and results of operations.

          The growth and demand for online commerce has resulted, and may continue to result, in more stringent consumer compliance burdens on companies that operate in the e-commerce segment. Specifically, certain states have enacted various legislation with respect to consumer privacy. In addition, the Federal Trade Commission and certain state agencies have been investigating various Internet companies regarding their use of personal information. The costs of compliance with federal and state privacy laws and the costs that might be incurred in connection with any federal or state investigations could have a material adverse affect on our business and operating results. Our direct mail operations are subject to regulation by the U.S. Postal Service, the Federal Trade Commission and various state, local and private consumer protection and other regulatory authorities. In general, these regulations govern the manner in which orders may be solicited, the form and content of advertisements, information which must be provided to prospective customers, the time within which orders must be filled, obligations to customers if orders are not

          Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. We may be required to make significant expenditures or modify our business practices to comply with laws and regulations. Compliance with existing or future laws and regulations may materially limit our ability to operate our business and increase our costs.

Our 100% satisfaction guarantee exposes us to the risk of an increase in our return rates which could adversely affect our profitability.

          Part of our marketing and advertising strategy focuses on allowing customers to return products ordered from our catalogs at any time if they are not satisfied and obtain a refund of the purchase price. As we expand our sales, our return rates may not remain within our historically low levels and could significantly impair our profitability.

Our marketing expenditures may not result in increased sales or generate the levels of product and brand name awareness we desire and we may not be able to manage our marketing expenditures on a cost-effective basis.

          A significant component of our marketing strategy involves the use of direct marketing to generate sales. Future growth and profitability will depend in part on the effectiveness and efficiency of our marketing expenditures, including our ability to:

          Our marketing expenditures may not result in increased sales or generate sufficient levels of product and brand name awareness and we may not be able to manage such marketing expenditures on a cost effective basis.

Risks Related To This Offering

          There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which a trading market will develop or how liquid that market might become. If you purchase shares of common stock in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price will be determined primarily by an auction process to be conducted by the underwriter and other securities dealers participating in this offering and by negotiations between representatives of the underwriter and us. You may not be able

          The trading price of our common stock following this offering may fluctuate substantially. The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control. Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. The fluctuations could cause you to lose all or part of your investment in our shares of common stock.

          The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

          In addition, companies in the stock market in general, and those traded on the Nasdaq National Market in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price

          Upon completion of this offering, members of our executive management team and the Board of Directors will, in the aggregate, beneficially own approximately 29.5% of our outstanding common stock, or 24.5% if the underwriter’s over-allotment option is exercised in full. As a result, these persons, if acting together, will have the ability to significantly affect the outcome of all matters submitted to our shareholders for approval, including the election and removal of Directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, these persons, acting together, will have the ability to control the management and affairs of our Company, including the election of our Directors. This concentration of ownership may harm the market price of our common stock by, among other things:

          We cannot specify with certainty how we will use the net proceeds of this offering or our existing cash balance. Presently, we intend to use the net proceeds to us from this offering to execute our retail store expansion and multi-channel growth strategy, to reduce outstanding debt balances and for other general working capital purposes.

          Accordingly, our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce income or that lose value.

          As of the date of this prospectus, we have 3,583,509 shares of common stock outstanding, and will have 5,016,732 shares of common stock outstanding after this offering. As a result of our relatively small public float, our common stock may be less liquid than the common stock of companies with broader public ownership. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our shares than would be the case if our public float were larger.

          The trading market for our common stock may be affected by research and reports that industry or financial analysts may publish about us or our business. We do not control these analysts. If one or more of the analysts who cover us downgrade our stock, our stock price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline.

          Our current shareholders hold a substantial number of shares of our common stock that they will be able to sell in the public market in the near future. Sales by our current shareholders of a substantial number of shares after this offering, or the expectation that such sales may occur, could significantly reduce the market price of our common stock. The holders of 100% of our capital stock outstanding as the date of this offering have agreed with WR Hambrecht + Co, the underwriter of this offering, to be bound by 180-day lock-up agreements that prohibit such holders from selling or transferring their stock other than in specific circumstances, and as part of this offering. However, WR Hambrecht + Co, at its discretion, can waive the restrictions of any one or more of the lock-up agreements at an earlier time without prior notice or announcement and allow some or all of our shareholders to sell their shares of our common stock in the public market subject only to applicable securities rules and regulations. Further, at the end of the 180-day lock-up period, such shareholders may sell their shares of our common stock subject only to applicable securities rules and regulations.

          The offering price of our common stock in this offering is considerably more than the net tangible book value per share of our outstanding common stock. Accordingly, investors purchasing shares of common stock in this offering will pay a price per share that substantially exceeds the value of our tangible assets after subtracting liabilities, and will incur substantial dilution in net tangible book value per share of $9.50 at an offering price of $10.00 per share. If outstanding options to purchase shares of our common stock or other derivative instruments are exercised, our shareholders will experience additional dilution. Any further equity issuances will result in further dilution to our shareholders.

          We currently intend to retain all available funds to support our operations and to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects and other factors as our Board of Directors may deem relevant.

          As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, the Sarbanes-Oxley Act of 2002 and the rules of the National Association of Securities Dealers, Inc. Automated Quotation System, or “Nasdaq”. The requirements of these new rules and regulations will increase our legal and financial

          These new rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our Board of Directors and executive officers. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. The Nasdaq marketplace rules require that a majority of our Board of Directors and all of certain committees of our Board of Directors consist of independent Directors within one year of the offering.

          Our Amended and Restated Certificate of Incorporation and By-laws that we will adopt in connection with this offering will contain provisions that could delay or prevent a change of control of our Company or changes in our Board of Directors that our shareholders might consider favorable. These provisions include:

          In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations with shareholders owning 15% or more of our outstanding voting stock. These and other provisions in our Amended and Restated Certificate of Incorporation and By-laws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our Board of Directors or initiate actions that are opposed by the then-current Board of Directors, including to delay or impede a merger, tender offer, or proxy contest involving our Company. Any delay or prevention of a change of control transaction or changes in our Board of Directors could cause the market price of our common stock to decline. See “Description of Capital Stock.”

Potential investors should not expect to sell our shares for a profit shortly after our common stock begins trading.

          Prior to this offering, there has been no public market for our common stock. We will determine the initial public offering price for the shares sold in this offering primarily through an auction conducted by us and the underwriter. We believe the auction process will reveal a clearing price for the shares of our common stock offered in this offering. The clearing price is the highest price at which all of the shares offered, including the shares subject to the underwriter’s over-allotment option, may be sold to potential investors. Although we and the underwriter may elect to set the initial public offering price below the auction clearing price, the public offering price may be at or near the clearing price. If there is little to no demand for our shares at or above the initial public offering price once trading begins, the price of our shares would decline following this offering. You may not be able to resell your shares at or above the initial public offering price. If your objective is to make a short term profit by selling the shares you purchase in this offering shortly after trading begins, you should not submit a bid in the auction.

Some bids made at or above the initial public offering price may not receive an allocation of shares.

          The underwriter for this offering may require that bidders confirm their bids before the auction for this offering closes. If a bidder is requested to confirm a bid and fails to do so within a required timeframe, that bid will be rejected and will not receive an allocation of shares even if the bid is at or above the initial public offering price. In addition, we, in consultation with the underwriter, may determine, in our sole discretion, that some bids that are at or above the initial public offering price are manipulative and disruptive to the bidding process or are not creditworthy, in which case such bids may be reduced or rejected. For example, in previous transactions for other issuers in which the auction process was used, the underwriter has rejected or reduced bids when the underwriter, in its sole discretion, deemed the bids not creditworthy or had reason to question the bidder’s intent or means to fund its bid. In the absence of other information, an underwriter or participating dealer may assess a bidder’s creditworthiness based solely on the bidder’s history with the underwriter or participating dealer. The underwriter has also reduced or rejected bids that it deemed, in its sole discretion, to be potentially manipulative or disruptive or because the bidder had a history of alleged securities law violations. Eligibility standards and suitability requirements of participating dealers may vary. As a result of these varying requirements, a bidder may have its bid rejected by a participating dealer while another bidder’s identical bid is accepted.

Potential investors may receive a full allocation of the shares they bid for if their bids are successful and should not bid for more shares than they are prepared to purchase.

          If our initial public offering price is at or near the clearing price for the shares offered in this offering, the number of shares represented by successful bids may equal or nearly equal the number of shares offered by this prospectus. Successful bidders may therefore be allocated all or nearly all of the shares that they bid for in the auction. Therefore, we caution investors against submitting a bid that does not accurately represent the number of shares of our common stock that they are willing and prepared to purchase.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus, including the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” contains forward-looking statements, including without limitation statements relating to:

          These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.

          If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you read in this prospectus reflects our current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategies and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

MARKET DATA

          We use market and industry data throughout this prospectus, which we have obtained from market research, publicly available information and industry publications. These sources generally state that the information that they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The market and industry data is often based on industry surveys and the preparers’ experience in the industry. Although we believe that the surveys and market research included in this prospectus that others have performed are reliable, we have not independently verified this information.

USE OF PROCEEDS

          The net proceeds from the sale of the 1,433,223 shares of our common stock that we are selling in this offering are expected to be approximately $12.24 million after deducting the underwriting discount and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by selling shareholders in this offering.

          We intend to use the net proceeds to us from this offering to execute our retail store expansion and multi-channel growth strategy, to reduce outstanding debt balances and for other general working capital purposes.

          Our debt retirement and retail store expansion plans include the following:

          We do not have more specific plans for any net proceeds to us from this offering. We may seek to acquire, invest in, or establish joint ventures with respect to businesses, products, services, or technologies that complement or expand our existing business, and we may use a portion of the net proceeds of this offering for such acquisitions, investments, or joint ventures. We do not, however, have any present arrangements, understandings, or agreements with respect to any such acquisitions, investments, or joint ventures. Pending use for the corporate operating purposes described above, we may use proceeds of this offering to reduce the outstanding balance of our revolving credit facility((2)) and invest in direct or guaranteed obligations of the U.S. government, cash or short-term, investment grade securities.

DIVIDEND POLICY

          We do not intend to pay any dividends on our common stock in the foreseeable future. We currently intend to retain our future earnings, if any, to finance our business, for retail store expansion and for general corporate purposes. Our Board of Directors has the authority to declare and pay dividends on our common stock, in its discretion, as long as there are funds legally available to do so.

CAPITALIZATION

          The following table sets forth our capitalization as of September 30, 2005:

          This table does not include:

DILUTION

          If you invest in our common stock, your ownership interest will be immediately diluted by the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock upon the completion of this offering.

          The net tangible book value of our common stock as of September 30, 2005 was ($9.3) million, or $(2.60) per share. The net tangible book value per share of our common stock is the difference between our tangible assets and our liabilities, divided by the number of common shares outstanding, after giving retroactive effect to the 1.3179 for 1 stock split to be effected upon the completion of this offering.

          For new investors in our common stock, dilution is the per share difference between the initial public offering price of our common stock and the pro forma net tangible book value of our common stock immediately after completing this offering. Dilution in this case results from the fact that the per share offering price of our common stock is substantially in excess of the per share price paid by our current shareholders.

          As of September 30, 2005, after giving effect to the 1.3179 for 1 stock split to be effected upon the completion of this offering, and for the sale of the shares of our common stock offered by the prospectus at the initial public offering price of $10.00 per share and after deducting the underwriting discount and estimated offering expenses payable by us and penalty payments on the early retirement of debt, the as adjusted net tangible book value per share of our common stock would have been $0.50 per share. Therefore, new investors in our common stock would have paid $10.00 for a share of common stock having an as adjusted net tangible book value of approximately $0.50 per share after this offering. That is, their investment would have been diluted by approximately $9.50 per share. At the same time, our current shareholders would have realized an increase in as adjusted net tangible book value of $3.10 per share after this offering without further cost or risk to themselves. The following table illustrates this per share dilution:

          The following table sets forth, on an as adjusted basis as of September 30, 2005, the number of shares of our common stock purchased, the total consideration paid and the average price per share paid by existing and new shareholders:

          The foregoing discussion and tables assume no exercise of any outstanding options or warrants to acquire common stock. As of September 30, 2005, there were options outstanding to purchase a total of 233,261 shares of our common stock with a weighted average exercise price of $1.82 per share and a warrant outstanding to purchase 30,974 shares of our common stock at a

          If the underwriter exercises its over-allotment option in full, our existing shareholders will own 37.4%, and our new investors will own 62.6%, of the total number of shares of our common stock outstanding after this offering.

SELECTED FINANCIAL DATA

          The selected historical financial data shown below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included elsewhere in this prospectus. We have derived our Consolidated Statements of Operations Data and certain of our Other Consolidated Financial Data for the years ended December 31, 2002, 2003 and 2004 and Consolidated Balance Sheet Data as of December 31, 2003 and 2004 from our audited Consolidated Financial Statements included elsewhere in this prospectus. The Consolidated Statements of Operations Data and certain of our Other Consolidated Financial Data for the years ended December 31, 2000 and 2001 and Consolidated Balance Sheet Data as of December 31, 2000, 2001 and 2002 were derived from our audited Consolidated Financial Statements that are not included in this prospectus. We have derived the consolidated statement of operations data and certain other of our operating data for the nine months ended September 30, 2004 and 2005 and consolidated balance sheet data as of September 30, 2004 and 2005 from our unaudited consolidated financial statements. Historical results do not necessarily indicate the results you should expect for future periods. The historical financial information gives retroactive effect to a 1.3179 for 1 stock split, which will be effected upon the completion of this offering.

(footnotes on following page)

     EBITDA has some limitations as an analytical tool and you should not consider it in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities or any other measure calculated in accordance with generally accepted accounting principles. Some of the limitations are:

     The following table reconciles EBITDA to net income.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

          We are a leading specialty retailer and the largest direct marketer of equestrian products in the U.S. For over 20 years, Dover Saddlery has been a premier upscale marketing brand in the English-style riding industry. We sell our products through a multi-channel strategy, including catalogs, the Internet and retail stores. This multi-channel strategy has allowed us to use catalogs and our proprietary database of nearly two million names of equestrian enthusiasts, including nearly 300,000 email addresses and approximately 200,000 Dover customers, as a primary marketing tool to increase catalog sales and to drive additional business to our e-commerce websites and retail stores.

Historical Development

          Our business was started in 1975 by top-ranked English-style riding champions, Jim and David Powers. Our Wellesley, MA retail store opened in 1975 and our catalog operations began in 1982. In September 1998, Stephen Day, our current President and Chief Executive Officer and a veteran of the equestrian products direct marketing industry, and certain other investors acquired a controlling interest in Dover. In 2000, we launched our main website, www.doversaddlery.com . In 2002, we opened our second Dover Saddlery store in Hockessin, DE and we expanded into the Western-style market by acquiring the Smith Brothers catalog and website, www.smithbrothers.com . In 2003, we acquired rights to the Miller’s Harness brand for use in catalog and Internet sales to target entry-level and lower-cost equestrian products customers. We opened a Smith Brothers store in Denton, TX in 2004 and our third Dover Saddlery store in Plaistow, NH in 2005.

          We offer a comprehensive selection of more than 5,800 products required to own, train and compete with a horse, costing from $1 to over $4,000. Our products fall into the three main categories of saddles and tack, specialized apparel, and horse care and stable products. We have historically focused on the English-style riding market. Dover is known for providing the highest quality products for English-style riding, including premier brands such as Hermes, Ariat, Grand Prix, Mountain Horse, Passier, and Prestige. To broaden our product offerings, we began selling into the Western-style riding market in 2002 under the Smith Brothers name.

          We have carefully built a multi-channel platform for growth by developing an extensive consumer database of equestrian enthusiasts and Dover customers. We have positioned ourselves to capitalize on the synergies of combining catalog and Internet operations with a retail store channel. By marketing our products across integrated, multiple sales channels, we have strengthened our brand visibility and brand equity, expanded our customer database and increased revenues, profits and market share. While our catalog acts as the primary marketing vehicle to increase Internet and store traffic, each of our channels reinforces the other and generates additional customers. Because we sell equestrian products through multiple channels to the same customer base, we operate in one reportable business segment.

          We market and sell the most comprehensive selection of products in the equestrian industry. We currently derive our revenues from product sales through three integrated distribution channels: catalog, Internet and our retail stores. Our direct sales consist of product sales generated from both catalog mailings and Internet marketing, and our retail store sales consist of products sold through our retail stores. We sell to the English-style riding market through our Dover Saddlery brand and to the Western-style riding market through our Smith Brothers brand.

          In 2004, approximately 88.9% of our revenues resulted from sales through our direct channel, and 11.1% resulted from sales at our three retail stores. For the nine months ended September 30, 2005, our retail store sales increased to 14.9% of revenues which reflects the opening of our fourth retail store. All revenues are recorded net of product returns.

          Revenues from our product sales are seasonal. In addition, our revenues can be affected by the timing of our catalog mailings. In 2004, 28.4% of our revenues were generated in the fourth quarter.

Cost of Revenues

          The most significant components of our cost of revenues are product costs, purchasing, handling and transportation costs to obtain the products and ship them to our customers. We manage our integrated merchandising efforts by forming positive relationships with over 600 suppliers to ensure competitive costs and the most complete product offering for our customers. We have implemented procedures to promote labor efficiencies in the handling of our products. In addition, we work closely with transportation companies in negotiating competitive rate structures to manage our freight costs.

Gross Profit

          Our gross profit as a percentage of revenues varies according to the season of the year and the mix of products sold. Our gross profit may not be comparable to other specialty retailers, as some companies include all of the costs related to distribution in cost of revenues while others, like us, exclude all or a portion of the costs related to distribution from cost of revenues and include them in selling, general and administrative expenses.

Selling, General and Administrative Expenses

          Our selling, general and administrative expenses consist primarily of:

As we focus on increasing our market penetration and continuing to build brand awareness, we anticipate that selling, general and administrative expenses will continue to increase in absolute dollars for the foreseeable future. Selling, general and administrative costs as a percentage of our revenues are not likely to decrease in the foreseeable future as we intend to continue to take advantage of our market-leading position in the equestrian industry by building on the Dover Saddlery and Smith Brothers brands. We also expect our general and administrative expenses will increase due to our preparations to become and to operate as a public company, including costs

Fiscal Periods

          Our fiscal year ends on December 31 and our fiscal quarters end on March 31, June 30, September 30 and December 31.

Results of Operations

          The following table sets forth our results of operations for the periods shown:

Comparison of Nine Months Ended September 30, 2005 to Nine Months Ended September 30, 2004

Revenues

          Our total revenues increased 5.9% to $44.5 million in the nine months ended September 30, 2005, from $42.0 million in the nine months ended September 30, 2004. Revenues increased approximately $1.9 million, or 41.1%, in our retail store channel and $0.6 million, or 1.5%, in our direct sales channel. The increase in revenues from our retail store channel was driven primarily by the successful opening of our new Plaistow, NH store, which generated $2.0 million in revenues after its grand opening on April 15, 2005 through September 30, 2005. Our increase in direct sales was reduced by lower demand consistent with the overall drop in consumer confidence levels for those periods.

Gross Profit

          Gross profit increased 7.4% to $16.4 million in the nine months ended September 30, 2005, from $15.2 million in the nine months ended September 30, 2004. Gross profit as a percentage of revenues increased to 36.7% in the nine months ended September 30, 2005, from 36.2% of revenues in the nine months ended September 30, 2004. This increase in gross profit was due to increased revenues, primarily in our retail store channel. This increase, as a percentage of revenues, was due to continuing realized benefits from our merchandising strategies.

Selling, General and Administrative

          Selling, general and administrative expenses increased 12.9% to $13.9 million (31.1% of revenues) in the nine months ended September 30, 2005 and from $12.3 million (29.2% of revenues) in the nine months ended September 30, 2004. The increase in selling, general and administrative expenses was primarily due to increased advertising and catalog expenses of $0.5 million, increased labor expenses of $0.7 million and increased occupancy costs of $0.2 million, in support of both our direct sales channel and our new retail store.

Interest Expense

          Interest expense, including amortization of deferred financing costs attributed to our subordinated debt and revolving credit facility, amounted to $1.3 million in the nine months ended

Income Tax Provision

          The provision for income taxes was $0.6 million for the nine months ended September 30, 2005, reflecting an effective tax rate of 47.8%, as compared to $0.9 million for the nine months ended September 30, 2004, reflecting an effective tax rate of 44.5%.

Net Income

          Net Income of $0.6 million for the nine months ended September 30, 2005 decreased by $0.5 million as compared to the nine months ended September 30, 2004 due primarily to new retail store pre-opening expenses, as well as lower direct sales and increased interest expense.

          Our total revenues increased 11.9% to $58.7 million in 2004, from $52.5 million in 2003, a total increase of $6.2 million. Revenues in our direct sales channel increased $4.8 million, or 10.2%, and revenues in our retail store channel increased $1.4 million, or 27.5%. The increase in revenues from our direct sales channel was attributed to higher unit volumes through both catalog and the Internet from both the Dover Saddlery and the Smith Brothers brands. The higher volumes are attributed to more efficient and targeted mailings. The increase in revenues from our retail store channel was due primarily to the successful opening of our Smith Brothers store in Denton, TX in April 2004 which contributed approximately $0.7 million during 2004, as well as sales growth of $0.5 million from the Hockessin, DE store.

          Gross profit increased 10.6% to $21.8 million in 2004, from $19.7 million in 2003. Gross profit as a percentage of revenues slightly decreased to 37.2% in 2004, from 37.6% of revenues in 2003. The increase of $2.1 million in gross profit was due primarily to increased revenues in both the direct sales and retail store channels. The reduction in gross profit as a percentage of revenues was due primarily to a slight variation in overall product mix.

          Selling, general and administrative expenses increased to $17.7 million (30.1% of revenues) in 2004 from $15.5 million (29.6% of revenues) in 2003. The $2.1 million increase includes advertising and catalog spending of approximately $0.7 million to support the growth of both our direct sales and retail store channels. Labor and related costs increased approximately $0.5 million to support the new Smith Brothers store, increased direct channel sales and administrative support functions. Amortization of non-cash stock-based compensation was approximately $0.5 million in 2004. No such expense was recorded in 2003. Occupancy costs increased approximately $0.2 million due to the 32,000 square foot expansion of our central warehouse, as well as the new Plaistow, NH store.

          Interest expense of $1.3 million in 2004, including amortization of deferred financing costs attributed to our subordinated debt and revolving credit facility, was approximately $0.5 million less than 2003 interest expense of $1.8 million, due primarily to a reduction in the interest expense attributable to our subordinated debt, which we refinanced in December 2003.

          The provision for income taxes was $1.5 million in 2004, reflecting an effective tax rate of 52.0%, as compared to $1.1 million in 2003, reflecting an effective tax rate of 46.8%. This increase in the effective rate is due to the non-deductibility of the non-cash stock-based compensation.

          Net income for the year 2004 increased 8.1% to $1.4 million, due primarily to our combined 11.9% revenue growth across both sales channels during the year.

          Our total revenues increased 22.9%, to $52.5 million in 2003, from $42.7 million in 2002, a total increase of $9.8 million. Revenues from the direct sales channel increased $7.9 million, or 20.0%, and was attributable to the first full year of the Smith Brothers catalog acquired in 2002 (an increase of $2.9 million, or 80.0%), the launch of our Miller’s Harness sales flier targeted to entry-level equestrians (which generated revenues of $2.3 million), as well as continued growth in the core Dover Saddlery brand of $2.7 million. The Dover Saddlery increase was attributed to enhanced product mix and new targeted catalog mailings. Revenues from our retail stores increased approximately $1.9 million, or 57.9%, due primarily to the first full year of operation for the Hockessin, DE store, which opened in October 2002.

          Gross profit increased 23.1% to $19.7 million in 2003, from a gross profit of $16.0 million in 2002. The increase in gross profit of $3.7 million is attributable to the substantial increases in revenues of 22.9% in 2003. Gross profit as a percentage of revenues was unchanged, at 37.6% of revenues in both 2003 and 2002.

          Selling, general and administrative expenses increased 26.4% to $15.5 million (29.6% of revenues) in 2003 from $12.3 million (28.8% of revenues) in 2002. During 2003, we increased catalog mailings by $0.7 million in order to rapidly gain market share in our new Western-style riding market, as well as $0.6 million for the development and launch of our newly acquired Miller’s Harness brand. We also expanded our call center and fulfillment capacity which increased costs by approximately $0.2 million as revenues increased. In addition, the first full year of our new Hockessin, DE store increased both occupancy ($0.1 million) and labor costs ($0.2 million).

          Interest expense, including amortization of deferred financing costs attributed to our subordinated debt and revolving credit facility, increased in 2003, to $1.8 million, from $1.5 million in 2002. The increase was attributable to higher borrowing levels required by the first full year of operations of Smith Brothers and the Miller’s Harness sales flier and increased working capital needs as well as higher than average rates of interest on our revolving credit facility during 2003.

          Income taxes were $1.1 million in 2003, reflecting an effective tax rate of 46.8%, as compared to $1.0 million in 2002, reflecting an effective tax rate of 44.5%.

          Net income for the year 2003 was $1.3 million, compared with $1.2 million in the previous year, where increased revenue and profitability was offset by the increased operating and interest costs of our newly acquired Western-style equestrian products catalog.

Quarterly Results of Operations

          Since 2001, our quarterly product sales have ranged from a low of approximately 20% to a high of approximately 32% of any calendar year’s results. The beginning of the spring outdoor riding season in the northern half of the country has typically generated a slightly stronger second quarter of the year, and the holiday buying season has generated additional demand for our normal equestrian product lines in the fourth quarter of the year. Revenues for the first and third quarters of the calendar year have tended to be somewhat lower than the second and fourth quarters. We anticipate that our revenues will continue to vary somewhat by season.

          The timing of our new retail store openings has had and is expected to continue to have a significant impact on our quarterly results. We will incur one-time expenses related to the opening of each new store. As we open new stores (i) revenues may spike and then settle and (ii) pre-opening expenses, including such expenses as occupancy and management overhead, are incurred, which may not be offset by correlating revenues during the same financial reporting period. As a result of these factors, new retail store openings may result in temporary declines in operating profit, both in dollars and as a percentage of sales.

          The following tables presenting our unaudited quarterly results of operations should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in this prospectus. We have prepared the unaudited information on the same basis as our audited consolidated financial statements. You should also keep in mind, as you read the following tables, that our operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.