SecProbe.io

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Mail Stop 0308 							September 10, 2004

VIA U.S. MAIL AND FACSIMILE

Maxine Clark
Chairman of the Board
Build-A-Bear Workshop, Inc.
1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114

Re:	Build-A-Bear Workshop, Inc.
Registration Statement on Form S-1
File No. 333-118142, Filed August 12, 2004

Dear Ms. Clark:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  Also, please confirm that any preliminary prospectus that
you circulate will disclose all non-Rule 430A information, including
the price range and related information based on a bona fide estimate
of the public offering price within that range.

2. File as promptly as practicable all exhibits, particularly the
legality opinion, as we will review them prior to granting
effectiveness of the registration statement.  We may have further
comments upon review of the exhibits.
3. Please revise the text for the photographs to clarify what each
picture represents and its relationship to your products.  For
example, explain that the photograph of the teddy bear in the parade
is a Build-A-Bear teddy bear.
4. Substitute the word "customers" for "Guests" throughout the
prospectus so that readers do not misunderstand what is meant.
5. Provide us with the industry publications from which you have
obtained statistical data, and to which you refer on page 87.  Mark
the data you provide and key it to the statistics you have presented
in the Business section.
Cover Page
6. Delete the phrase "Joint Book-Running Managers" from the cover
page.  You may, however, include this phrase, with a brief
explanation, to describe the syndicate`s specific function, in the
Underwriting section.

Table of Contents
7. Move the second paragraph beneath the Table of Contents to an
appropriate location after the Risk Factors or incorporate the
disclosure, to the extent material, in the summary or elsewhere in
the prospectus.  Also, relocate the paragraph on dealer prospectus
delivery obligation to the outside back cover of the prospectus.
Refer to Item 502(b) of Regulation S-K.

Prospectus Summary, page 1
8. Abridge the first paragraph in italics by deleting the disclosure
on what "we," "our," and "us" refer to, since this is already clear
from the context.  Also, relocate the second, third, and fourth
paragraphs that appear in italics.
9. Revise the summary to describe briefly the salient features of
your business and the key aspects of this offering, and provide the
detailed information on these aspects in the Business section.  At
present, the summary is too lengthy and repetitive of information
that is disclosed later in the prospectus.  For example, the Overview
sub-section in the summary is repeated verbatim in the Business
section, and much of the language in the Competitive Strengths and
the Growth Strategy sub-sections in the summary and the Business
section are identical.  Delete the discussion of competitive
strengths and growth strategies since it is more appropriate for the
Business section.
Our Business, pages 1-2
10. Provide us with annotated third-party documentary evidence
substantiating your claim that you are "the leading, and only
national, company" in your field.
11. Delete the hybrid word "retail-tainment" as it is not a well-
known expression, and does not convey any additional information
about your business to your readers.
12. At present, the description of your business in the first two
paragraphs has redundancies.  For the sake of clarity, explain at the
onset that your company is a mall-based retailer of "do-it-yourself"
customized teddy bears.  Also, condense the additional detail of your
business into a brief, jargon-free description.
13. State the types of "event-based locations and sports venues"
where you sell teddy bears.
14. To make the figures on the net sales per gross square foot of
store space meaningful to investors, either provide the similar
average figures in your industry or provide other comparative
information, such as any change in average annual net sales per store
during the last three fiscal years and any subsequent interim period.
15. Describe clearly and briefly the nature of the "targeted,
integrated, multi-media marketing program" that you developed and
tested in 2003, and what you mean by "a national rollout" of this
program in 2004.

Summary Consolidated Financial and Operating Data, page 6
16. In a footnote to this table, please disclose what amounts are
included in the "capital expenditures" line item.  Please make this
revision in the table of Selected Consolidated Financial and
Operating Data beginning on page 22 as well.
Risk Factors, page 8
17. In the first paragraph in italics, revise the sentence "The risks
and uncertainties described below are not the only ones we face" to
make clear that you have identified all material risks known to you
and anticipated by you at present.

General
18. Several of your risk factor headings, as illustrated in the
partial list below, do not identify the precise nature of harm that
may result to your company.  Revise these risk factor headings so
that each of them describes adequately the material adverse effect of
that particular risk discussed.
* "Our future growth and profitability will depend in large part upon
the effectiveness of our marketing," page 8.
* "We are subject to a number of risks associated with leasing our
stores," page 13.
* "We are subject to regulations that impact our employees," page 14.
* "Portions of our business are subject to privacy and security
risks," page 14.
* "There has not previously been any public market for our common
stock," page 16.
"We may not be able to maintain our current comparable store sales
growth," page 8.
19. Quantify in dollar terms the average decline in the level of your
sales that your stores have experienced in their second and third
years as compared to their first full year after opening.

"Our growth strategy requires us to open a significant number of new
stores...," page 9.
20. Identify the locations of the two stores that you have closed.
 "We may not be able to operate successfully if we lose key
personnel...," page 11.

21. If you have had any difficulties in attracting, retaining, and
motivating senior management, key personnel, and qualified staff in
the recent past, describe the difficulties.  Also, state whether to
your knowledge any senior management or key personnel has plans to
retire from, disassociate with, or quit your company in the near
future.
22. Disclose whether you have any key employee insurance policies.

"We rely on two vendors to supply substantially all of our
merchandise...," page 11.
23. Since you are dependent on two vendors for the supply of your raw
materials, identify them by name.  Please refer to Item
101(c)(1)(iii) of Regulation S-K.

"Our failure to renew, register or otherwise protect our trademarks
could have a negative impact...," page 13.
24. If you fail to protect your intellectual property rights,
disclose the consequences to your operations and the remedial actions
that would be necessary.
"We may have disputes with, or be sued by, third parties for
infringement...," page 13.

25. It appears that you have received notifications of potential
infringement of intellectual property rights of third parties.  To
the extent material, identify the parties, disclose the times of
notification, and describe the claims, including a discussion of the
alleged infringements and the settlement or judgment terms, if any,
and other consequences of the claims at law and in equity.

"We depend heavily on our communications and information systems,
which are vulnerable to systems failure," page 14.
26. If you have had any problems because of system failures, describe
the problems, and the subsequent remedial and preventative measures
you have undertaken.

"Terrorism and the uncertainty of future terrorist attacks or war may
harm our operating results," page 14.

"We are subject to regulations that impact our employees," page 14.

"Evolving regulation of corporate governance and public disclosure
may result in additional expenses and continuing uncertainty," page
15.
27. These risks are generic to many, if not most, companies, and are
not germane to your business or your offering.  If you choose to
retain these risk factor discussions, ensure to make them specific to
your company, providing quantified disclosure wherever possible.
"We may suffer negative publicity...if our products are recalled or
cause injuries," page 14.
28. Identify the products that you have been obliged to recall, and
disclose the aggregate dollar amount you lost as a result of the
recalls and any torts claims.

"The market price of our common stock may be materially adversely
affected by market volatility," page 16.

"If our share price is volatile, we may be the target of securities
litigation...," page 18.
29. Combine these two similar risk factors into a single, brief, and
non-redundant discussion.
"Purchases of our common stock in this offering will be subject to
immediate substantial dilution...," page 17.

30. Revise to compare the net book value per share after the offering
to the initial offering price.

"Our certificate of incorporation and bylaws and Delaware law contain
provisions that could discourage a takeover," page 17.
31. Revise your risk factor heading to disclose the actual risk to
your shareholders, namely the risk that the anti-takeover provisions
may prevent or frustrate attempts to replace or remove the current
management of the company by shareholders, even if the takeover may
be in their best interests.
Forward-Looking Statements, page 18
32. Delete the sentence:  "All statements that are not historical
facts...are forward-looking statements."  You may, however, state to
the effect that statements that reflect your current views with
respect to future events and financial performance, and any other
statements of a future or forward-looking nature are forward-looking
statements for the purposes of the federal securities laws.
33. Your statement that words such as "will" are used to identify
forward-looking statements is confusing since the term "will"
generally implies more certainty.  Please revise or advise.
34. Delete the references to Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act because those sections do
not apply to forward-looking statements made in connection with an
initial public offering.
Use of Proceeds, page 19
35. Provide a more meaningful description of "general corporate
purposes," by breaking down the category into sub-components such as
general and administrative expenses, and the like.
36. Quantify the approximate dollar amount of proceeds that you
intend to use for each of the three purposes you have identified.
See Item 504 of Regulation S-K.

Capitalization, page 20
37. At a minimum, please fill in the pro forma column of the table in
your next amendment.  We are deferring our review of this section and
the Dilution section until they have been completed.  It is possible
that we will have additional comments.

Selected Consolidated Financial and Operating Data, page 22
38. Please revise the introductory paragraph to this table to
disclose that the audited financial statements for the fiscal years
ended January 1, 2000 and December 30, 2000 were audited by
accountants no longer in existence.
Management`s Discussion and Analysis

Overview, page 25
39. Expand this section to discuss known material trends and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  In doing so,
provide additional information about the quality and variability of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail:
a. economic or industry-wide factors relevant to your company, and
b. material opportunities, challenges and risks in short and long
term and the actions you are taking to address them.
Please refer to SEC Release No. 33-8350.
40. Provide the average dollar amount in net sales in fiscal year
2001 and fiscal year 2002 for stores open for the entire year.
41. Provide more detailed discussion to explain how you have achieved
"economies" of your stores and improved "expense management."
42. Explain clearly what you mean by expecting to "leverage" your
store-level operating expenses and your overhead expenses, and
exactly how you plan on achieving these objectives.

Results of Operations, page 29
43. In circumstances where you describe more than one business reason
for a significant change between periods in key financial data or
indicators, quantify the incremental impact of each individual
business reason on the overall change.  For example, in your
discussion on page 30 for the first half of fiscal year 2004 compared
to the first half of the fiscal year 2003, you should quantify the:

* Increase in gross margin as a percentage of net retail sales as a
result of "leverage" on occupancy costs as compared to lower product,
supplies, warehousing, and distribution costs;

* Increase in dollar amount of selling, general, and administrative
expenses as a result of increase in number of stores in operation as
compared to higher central office expenses; and

* Decrease in selling, general, and administrative expenses as a
percentage of total revenues as a result of "leveraging" central
office expenses as compared to "leveraging" store payroll expenses;

Provide similar quantified information in your discussion of changes
in aspects of operating results between other fiscal periods.

Non-GAAP Financial Measures, page 32
44. Please ensure that a cross-reference to this section is provided
in each instance "store contribution" is disclosed.
45. Please disclose, in a footnote to the table or elsewhere, how
"store depreciation and amortization" and "general and administrative
expense" as presented in this table has been calculated.

Seasonality and Quarterly Results, page 33
46. Please fill in this table in your next amendment.  We are
deferring our review of this section until it has been completed.  It
is possible that we will have additional comments.

Liquidity and Capital Resources, page 34
47. You state that "in fiscal 2005, we expect to spend a total of
approximately $19.0 million to $21.0 million on capital
expenditures..." Please support this assertion.  Specifically please
tell us what information, projections, facts or circumstances you
have evaluated to arrive at this conclusion.  Additionally please
tell us if you have entered into any firm commitments related to
these anticipated expenditures.
48. Disclose the risks and the potential effects on your costs,
liquidity, and cash flows resulting f