SecProbe.io

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                                                         R. Randall Wang
                                                         Partner
                                                         Direct: 314-259-2149
                                                         rrwang@bryancave.com

October 26, 2004

VIA FAX (202-942-9648) AND EDGAR

Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
Attn:  Mr. Pradip Bhaumik

Re:      Build-A-Bear Workshop, Inc.
         Registration Statement on Form S-1 (Commission File No. 333-118142)

         (the "Registration Statement"); Amendment No. 7

Dear Mr. Bhaumik:

Earlier today, Build-A-Bear Workshop (the "Company") filed Amendment No. 7 (the
"Amendment") to the above-referenced Registration Statement in connection with
its proposed initial public offering (the "Offering"). The Amendment primarily
related to:

o        an increase in the anticipated range of the initial public offering
         price from $16.00 to $18.00 to $18.00 to $20.00;

o        the decision of the chief executive bear to sell 100,000 shares of
         common stock from her company, Smart Stuff, rather than in her
         individual capacity and the decision of the chief financial officer to
         not sell a previously proposed 3,000 shares;

o        the agreement of the underwriters to permit the chief executive bear to
         make a charitable gift of $500,000 shares of common stock free from
         restrictions in her lock-up agreement;

o        an adjustment in share amounts due to rounding of fractional shares
         upon conversion of preferred stock upon completion of the offering;

o        some changes in terminology and reflection of the enactment of
         previously pending tax legislation.

The Staff has orally requested a written analysis by the Company as to whether
these changes would materially change the disclosure contained in the
Registration

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Securities and Exchange Commission
October 26, 2004
Page 2

Statement at effectiveness as compared to that contained in the preliminary
prospectus, dated October 12, 2004 (the "Preliminary Prospectus"). In response
to the Staff's oral request, we have set forth below, on behalf of the Company,
the Company's determination that the changes set forth in the Amendment do not
materially change the disclosure relating to the Offering at the time the
Preliminary Prospectus was circulated. The Company believes that the changes
reflected in the form of preliminary prospectus included in the Amendment are
not material, due to the following:

o        The price range increased, thus resulting in increased proceeds to the
         Company, which the Company believes is favorable rather than adverse to
         potential investors. Net proceeds to the Company increased only $2.8
         million from $21.5 million to $24.3 million, an increase of only 13%.
         Likewise, the Company's pro forma cash and cash equivalents, as of July
         3, 2004, increased only $2,790,000, from $37,830,000 to $40,620,000, an
         increase of only 7%. Accordingly, the Company believes the use of
         proceeds did not materially change. See "Use of Proceeds" on page 19
         and "Capitalization" on page 20 of the Amendment.

o        Dilution per share to new investors, as of July 3, 2004, increased only
         $1.86 , or 15% on a pro forma basis and 14% on a pro forma as adjusted
         basis. See "Dilution" on page 21 of the Amendment.

o        While the value of option grants and stock option holdings of executive
         officers increased, the Company does not believe that such increase is
         material, as it simply reflects the increase in the assumed offering
         price. See pages 65-66 in the Amendment.

o        As reflected in the Amendment, the chief executive bear no longer plans
         to sell any shares in the offering in her individual capacity, with her
         wholly owned company, Smart Stuff, now selling 100,000 shares, and the
         chief financial bear no longer plans to sell 3,000 shares in the
         offering. The Company believes that the decision by the chief executive
         bear to sell shares held by her company, rather than in her individual
         capacity, to be insignificant and, moreover, the amount involved to be
         immaterial in relation to her overall holdings. Similarly, the Company
         believes the decision by the chief financial bear not to sell any
         shares to be insignificant, particularly in view of the minimal number
         involved. Additionally, the Company believes the other changes in share
         amounts, reflecting rounding of fractional shares upon conversion of
         preferred stock in the offering, is insignificant. See "Principal and
         Selling Stockholders" on pages 78-79 in the Amendment.

o        The Company does not believe the changes in the tax disclosure for
         non-US holders are material, as they simply reflect some changes in
         terminology and the enactment of tax legislation that had previously
         been disclosed as pending.legislation. Accordingly, the Company does
         not believe these changes are significant. See "Certain Material United
         States Federal Tax Consequences to Non-U.S. Holders" on pages 87-89 of
         the Amendment.

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Securities and Exchange Commission
October 26, 2004
Page 3

o        The Company believes the exception to the lockup agreement affording
         the chief executive bear to permit her to contribute $500,000 of shares
         to a charity, free of the lockup restrictions, is immaterial, as the
         amount involved is insignificant in relation to her total remaining
         shareholdings, representing only 26,300 shares based on the assumed $19
         offering price. See "Underwriting" on page 93 in the Amendment.

We have been informed that Shearman & Sterling LLP, counsel to the underwriters,
concurs with this analysis and with the Company's view that recirculation of an
amended Preliminary Prospectus is not required under these circumstances. In
addition, we have been informed by Credit Suisse First Boston and Citigroup, on
behalf of the several underwriters, that they will undertake the procedures set
forth in the letter from them, transmitted separately via EDGAR, to notify
investors to whom they expect to confirm sales of shares of Common Stock of the
increase in the anticipated offering price range and the other changes related
to such increase in price. A letter of Credit Suisse First Boston and Citigroup,
on behalf of the several underwriters, will be transmitted separately via EDGAR
and will set forth this undertaking and the procedures to be followed by the
underwriters.

We appreciate your prompt review of the Amendment and this letter. If you should
require any additional information on these matters, or if we can provide you
with any other information which will facilitate your continued review of this
filing, please do not hesitate to contact the undersigned at 314.259-2149, Jim
Erlinger at 314-259-2723 or John Shively at 314-259-2682, or any of us by fax at
314-552-8149.

Very truly yours,

R. Randall Wang

cc:      Tina Klocke
         James H. Erlinger III, Esq.
         John G. Shively, Esq.
         Scott A. Graziano, Esq.

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