SecProbe.io

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John G. Shively

Direct: 314-259-2682

jgshively@bryancave.com

September 23, 2004

VIA EDGAR AND HAND DELIVERY

Securities and Exchange Commission

450 Fifth Street NW

Washington, D.C. 20549

Attn: H. Christopher Owings

    Re:     Build-A-Bear Workshop, Inc.

Registration Statement on Form S-1 (Commission File
No. 333-118142)

(the “Registration Statement”)
           Directed Share Program Materials; Revised Logo; Artwork

Dear Mr. Owings:

On behalf of Build-A-Bear Workshop, Inc., a Delaware corporation (the
“Company”), and as mentioned in the responses to comments 80 and 81 in the
Company’s response letter filed by the Company with the Commission on September
20, 2004 in response to the staff’s comment letter dated September 10, 2004, we
hereby enclose the following materials related to the Company’s directed share
program (“DSP”):

    1.

    Cover letter to potential purchasers from Citigroup Global Markets,
Inc. (“Citigroup”);

    2.

    General Information and Procedural Memorandum to potential
purchasers;

    3.

    Indication of Interest Form to be completed by potential
purchasers;

    4.

    IPO Questionnaire to determine potential purchasers’ eligibility in
the DSP;

    5.

    New Account Form to set up accounts for potential purchasers;

    6.

    Form W-9; and

    7.

    Form of Lock-Up Agreement.

Securities and Exchange Commission

September 23, 2004

Page 2

The Company advises the staff that these materials are subject to further
comment, review and negotiation by the Company and Citigroup. The Company will
furnish finalized DSP materials to the staff as soon as practicable after they
are available. However, the Company is providing these draft materials at this
time in order to facilitate the staff’s review of the Registration Statement
and to respond to any questions or comments which the staff may have.

Additionally, we are also enclosing on behalf of the Company a color copy of
the back cover to the S-1 prospectus, which contains a revised logo. We are
also enclosing a color copy of this revised logo, as this logo will replace the
current logo in various locations throughout the S-1 prospectus. Please let us
know if you should have any questions or comments regarding this revised logo.

Finally, we are enclosing on behalf of the Company a color copy of a sample
page of the S-1 prospectus, without text, which contains artwork around the
page number. The Company plans to conform each page of the S-1 prospectus to
contain this new artwork. The Company advises the staff, however, that this
artwork may be further revised with respect to its color and the style and/or
font of the page numbers, depending on production limitations. Please let us
know if you should have any questions or comments regarding this artwork.

If you require any additional information regarding any of these materials,
please advise us at your earliest convenience. You may reach R. Randall Wang
at 314-259-2149, James H. Erlinger III at 314-259-2723 or me at 314-259-2682,
or any of us by fax at 314-259-2020.

Very truly yours,

/s/ John G. Shively

John G. Shively

Enclosures

    cc:
    Pradip Bhaumik (w/encl.)

Rufus Decker (w/encl.)

James Hoffmeister (w/encl.)

Ellie Quarles (w/encl.)

    Securities and Exchange Commission

Maxine Clark (w/encl.)

Barry Erdos (w/encl.)

Tina Klocke (w/encl.)

    Build-A-Bear Workshop, Inc.

Gerry Carlson (w/encl.)

    KPMG LLP

James H. Erlinger III (w/encl.)

R. Randall Wang (w/encl.)

Build-A-Bear

Workshop, Inc.

[COMPANY LETTERHEAD]

Dear Participant Name:

Build-A-Bear Workshop, Inc. has recently filed a registration statement with the Securities and Exchange
Commission relating to a proposed offering of the Company's common shares to the public.  In connection with
this offering, we have set aside a certain number of shares for purchase by selected non-employees through a
"Directed Share Program" administered by Smith Barney, Inc.  The complete details of the offering are contained
in the preliminary prospectus.

The enclosed package includes a copy of the preliminary prospectus as well as a Directed Share Program packet.
If you wish to participate in this program, you must sign, date, and return to Smith Barney by the subscription
deadline of October [  ], 2004 the several forms included in the enclosed packet.  U.S. based persons may engage in
the use of Directed Share Program website available for this transaction, as described in the enclosed packet.

Please read the preliminary prospectus carefully prior to making your investment decision.

Very truly yours

Maxine Clark

Chief Executive Bear

Build-A-Bear Workshop, Inc.

A registration statement relating to these securities has been filed with the United States Securities and Exchange
Commission but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.  This communication shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer
solicitation  or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.  No offer to buy these securities can be accepted and no part of the purchase price can be received until
the registration statement has become effective.  Any such offer may be withdrawn or revoked, without obligation or
commitment to any kind, at any time prior to notice of its acceptance given after the effective date.

LADIES AND GENTLEMEN
DIRECTED
SHARE PROGRAM

The following statement is required to be included in this letter in accordance with Rule 134(b)(1) of the Securities Act of 1933, as amended:

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This letter shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.

In connection with the recent filing with the Securities and Exchange Commission ("SEC") of a registration
statement related to a proposed offering of [   ] shares of common stock of Build-A-Bear Workshop, Inc. (the
"Company"), we are sending you a copy of the preliminary prospectus included in the registration statement.

The Company has instructed the underwriters to reserve up to 5% of the offering  for purchase by selected parties who
are not directors, officers or employees of the Company through a Directed Share Program (the "Program").  The
Company has contracted with Smith Barney, Inc. ("Smith Barney") to administer the Program exclusively.

Persons invited to participate in the Program will be able to participate either through the lead Smith Barney
Financial Consultant team [           ] directly or through Smith Barney's online Directed Share Program system if they
are located in the United States.  Persons with existing Smith Barney accounts may indicate that they wish to use
their existing account as part of the information provided in  the online process or by so indicating through the return
of the physical forms to the lead Smith Barney Financial Consultant team.

The purpose of this package is to allow you to indicate to us if you have an interest in purchasing shares in the
Company's initial public offering ("IPO") at the offering price through this Program.  Persons who are interested in
participating in the Program should be aware that a minimum purchase of 100 shares is required.  The indication of
interest is not a binding obligation.

If you choose to purchase shares of the Company through the Program you agree that until [     ] days after the public
offering date set forth on the final prospectus used to sell the shares you will not offer, sell, contract to sell,
encumber, pledge, grant any option or contract to purchase or otherwise transfer or dispose of, directly or indirectly,
any of the shares purchased in the Directed Share Program or securities convertible into or exchangeable or
exercisable for any shares purchased in the Directed Share Program, enter into a transaction which would have the
same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, directly or
indirectly, any of the economic consequences of ownership of the shares purchased in the Directed Share Program,
whether any such aforementioned transaction is to be settled by delivery of such shares or such other securities, in
cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or other disposition, or to
enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of
Smith Barney.

After the registration statement has been declared effective and the offering has been priced, a member of the [Lead
FC Team] will inform you if any shares have actually been allocated to you by the Company by telephone call.  At
that point you will be asked to confirm your intention to purchase.  In the event that a member of the [       ] is unable
to speak with you to confirm your intention to purchase the shares allocated to you, a message will be left referencing
the Program and asking that you return the call to receive and confirm your allocation by 8:00 a.m. Eastern Time
("ET") on the deadline date specified.  If you do not receive a telephone call by a member of the [Lead FC Team] by
Monday, October [  ], 2004 and you are interested in participating in this Program, please make sure to contact their
team directly at the telephone numbers provided within these materials.

LADIES AND GENTLEMEN
DIRECTED
SHARE PROGRAM

You must confirm your intention to purchase the shares allocated to you, or a lesser amount, by 8:00 a.m. ET the day after
pricing via any of the following means:

  Direct to the lead Smith Barney Financial Consultant team;

  the online system if you register for online use through the lead Smith Barney Financial Consultant team; or

  the Interactive Voice Response ("IVR") system at 1-800-641-0175.  The unique IVR Code for this Program is: [    ]
Please note that the IVR system is only available for the confirmation portion of the Program.

Contact information for the Smith Barney Financial Consultant team for this Program can be found on the bottom of this
letter and on Form 4 of this packet under the heading Post Pricing Procedural Information.  Online confirmation for U.S.
participants may be undertaken during the confirmation period stated above by going to the Benefit ACCESS web site at
www.benefitaccess.com

If you confirm your intention to purchase these shares, you will have entered a binding agreement and you must purchase and
pay for them.  A copy of the final prospectus and a written confirmation will be sent to you.  If you do not confirm with
Smith Barney your intention to purchase the shares allocated to you, or a lesser amount, by 8:00 a.m. ET the day
after pricing, you will not be obligated nor will you be able to purchase ANY shares.   As indicated on the cover page of
the preliminary prospectus, the initial offering price for these shares is currently anticipated to be between $[  ].00 and $[
.00] per share; however, the price range may be changed prior to the offering.  It is also currently anticipated that the offering
will be formally priced and will commence trading during the week of October [  ], 2004.  Payment for the shares will be due
within four business days of such pricing date (settlement date).  Please note that  the date of pricing for the offering could
also change.

There is no obligation to participate in this Program; however, should you wish to do so, please carefully read the enclosed
preliminary prospectus relating to the offering and the attached general information memorandum.

If you have any questions regarding the offering or the Directed Share Program please contact [ Lead FC Team ] at Smith
Barney at [               ].

Very truly yours,

The following statement is required to be included in this letter in accordance with Rule 134(b)(1) of the Securities Act of 1933, as amended:

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This letter shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.

The following statement is required to be included in this letter in accordance with Rule 134(b)(1) of the Securities Act of 1933, as amended:

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement becomes effective.  This letter shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

GENERAL PROGRAM INFORMATION

ALL MATERIALS MUST BE RECEIVED BY THE APPROPRIATE PARTY LISTED ABOVE
NO LATER THAN MONDAY,  OCTOBER [  ], 2004 AT 4:00 PM EASTERN TIME (NY).

IF YOU ARE LOCATED IN THE UNITED STATES AND WILL BE USING THE ONLINE SYSTEM,
YOUWILL ONLY NEED TO RETURN THE FOLLOWING FORMS VIA FAX OR MAIL:

  The New Account Information Form

  The Form W-9

  The Lock-Up Agreement

*All other required information may be provided via the online system.

IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES OR IF YOU ARE NOT USING THE
ONLINE SYSTEM. YOU WILL NEED TO RETURN THE FOLLOWING FORMS VIA FAX OR MAIL:

 1.  The New Account Information Form:

To participate in the Program you must have a Smith Barney account.  Completing this form will allow
Smith Barney to open an account for you.

2.  Indication of Interest Form:  Used to communicate the number of shares you would like to purchase.

3.  Form W-9:  Request for Tax-payer Identification Number (W-8 for Non-U.S.persons)

4.  Post Pricing Procedural Information:  Contact information to assist in reaching you on the evening of
pricing to confirm your purchase.

5.  Lock-Up Agreement:  To participate in the Program, you must agree not to sell any shares purchased
through the Program for [     ] days.  Your execution of the Lock-Up Agreement does not constitute an
obligation on your part to buy any shares or an agreement on our part to sell you any shares.

6.  IPO Questionnaire:  Friends of the Company are required to complete a brief questionnaire reviewing
whether you may be prohibited from purchasing Initial Public Offering securities as a non-employee of
Build A Bear Workshop, Inc. through this Program.

   Smith Barney

   Attn:  [Lead FC Team]

   Telephone Numbers:           Fax Numbers:

The following statement is required to be included in this letter in accordance with Rule 134(b)(1) of the Securities Act of 1933, as amended:

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This letter shall not constitute an offer to
sell or the solicitation of a