UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event
reported) October 16, 2008

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.          Results of Operations and Financial Condition.

          On October 16, 2008, Build-A-Bear Workshop, Inc. (the “Company”) issued a press release announcing, among other things, total revenue, net retail sales, net income (loss), and diluted earnings (loss) per share for the third quarter (13 weeks ended September 27, 2008) and first nine months of fiscal 2008.  

          A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.  The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.

          The information furnished in contained or incorporated by reference into this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.  In addition, this report (including Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of this Item.

Item 9.01           Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number      Description of Exhibit

99.1                          Press Release dated October 16, 2008

SIGNATURES

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

EXHIBIT INDEX

Exhibit 99.1

Build-A-Bear Workshop, Inc. Reports Fiscal 2008 Third Quarter Results

ST. LOUIS--(BUSINESS WIRE)--October 16, 2008--Build-A-Bear Workshop, Inc. (NYSE: BBW):

• European operations delivered sales increase of 38% to $19.0 million and income of $0.5 million in third quarter 2008 compared to a net loss of $0.5 million in third quarter 2007.
• For the first nine months of 2008, European operations delivered sales increase of 43% to $50.6 million and a net loss of $0.6 million compared to a net loss of $4.4 million in the same period of 2007.
• Company renewed bank line of credit with increase in seasonal overline to $50 million.

Build-A-Bear Workshop, Inc. (NYSE: BBW), an interactive entertainment retailer of customized stuffed animals, today reported results for the 2008 third quarter.

Fiscal 2008 third quarter (13 weeks ended September 27, 2008) total revenues were $107.2 million compared to $109.8 million in the fiscal 2007 third quarter (13 weeks ended September 29, 2007).

The Company reported a third quarter net loss of $2.0 million, or $0.11 per diluted share. These results include stock-based compensation expense of $0.9 million pretax ($0.5 million after tax or $0.03 per diluted share) and a charge of $2.9 million pretax ($1.7 million after tax or $0.09 per diluted share) related to the previously announced closure of the friends 2B made concept, a line of make-your-own dolls and related products. This charge is primarily related to the non-cash impairment of store assets. Excluding the charge related to the friends 2B made concept closure the Company had a net loss of $0.3 million, or $0.02 per diluted share.

In the fiscal 2007 third quarter the Company reported net income of $3.0 million, or $0.15 per diluted share. These results included stock-based compensation expense of $0.8 million pretax ($0.5 million net of tax or $0.02 per diluted share) and costs associated with a review of strategic alternatives of $0.5 million pretax ($0.3 million net of tax, or $0.01 per diluted share).

“We continue to be pleased with the improving performance in our European operations, which helped partially offset the difficult consumer environment we faced in our North America stores during the quarter,” Build-A-Bear Workshop Chairman and Chief Executive Bear Maxine Clark said. “Importantly, we took several steps to better position our Company in the current retail environment and to increase the long term value of our brand. Our decision to close the friends 2B made concept, while difficult, helps us concentrate our financial and human resources on our Build-A-Bear Workshop® brand and operations, and on investing in our successful virtual world, buildabearville.com™. Additionally, we further strengthened our financial flexibility with the renewal of our bank line of credit – increasing our seasonal overline to $50 million and lowering the interest rate.

“More so than at any other time in memory, I believe we could all ‘use a little Christmas now’ and a hug should be within everyone’s reach. So during this holiday season, we intend to execute a strategy that will highlight an expanded offering of $10 and $12 stuffed animal choices, and to do what we do best – use our huggable products to provide a fun, personalized and highly interactive experience for children, their parents, grandparents and others, that creates an emotional connection between our Guests and our brand. We will also continue to build our brand’s entertainment offerings by introducing our first book tied to a product launch and will leverage our unique position as the only brand with both a real world and virtual world experience with buildabearville.com. With the difficult economic environment top of mind, we have carefully balanced our inventory and marketing programs to strongly support these plans.

“By focusing on our core brand, expanding our products and experiences – both real and virtual – and continuing to build brand equity by helping families make memories, we believe we will be well positioned to grow our business when the environment improves.”

Fiscal 2008 Third Quarter Financial Results

Fiscal 2008 third quarter total revenues include net retail sales of $105.8 million, a decline of $2.6 million or 2% compared to $108.4 million in last year’s third quarter. The net retail sales decline was driven by a decrease in comparable store sales in North America partially offset by new stores opened during the past twelve months and an increase in comparable store sales in the European operations. Total revenues also include revenue from international franchise fees and third-party licensing.

Net retail sales from European operations totaled $19.0 million in the 2008 third quarter, compared to $13.7 million in the 2007 third quarter, an increase of 38%. The net income from European operations totaled $0.5 million in the 2008 third quarter, compared to a net loss of $0.5 million in the 2007 third quarter.

Third quarter 2008 consolidated comparable store sales declined 11.6%. Comparable store sales in Europe increased 8.2%. Comparable store sales in North America declined 14.4% compared to a decline of 10.1% in the 2007 third quarter. During the 2008 first quarter, the Company began reporting comparable store sales for European operations for the first time.

During the 2008 third quarter, the Company opened ten new stores in North America, as planned, compared with opening 12 new stores during the 2007 third quarter. In Europe, the Company opened one new store compared with opening four new stores during the 2007 third quarter. Build-A-Bear Workshop Company-owned stores, at the end of the third quarter, totaled 341 – 288 in North America and 53 in Europe.

During the fiscal 2008 third quarter, the Company repurchased and retired approximately 89,500 shares of common stock for $0.7 million. At the end of the 2008 third quarter the Company’s consolidated cash position was $27.3 million.

Year-to-Date Financial Results

Total revenue for the first nine months of fiscal 2008 (39 weeks ended September 27, 2008) was $325.7 million, a decrease of $1.3 million, compared to $327.0 million in the first nine months of fiscal 2007 (39 weeks ended September 29, 2007). Total revenue for the first nine months of fiscal 2008 includes net retail sales of $321.1 million, compared to $323.3 million in last year’s first nine months.

Net retail sales from European operations totaled $50.6 million in the first nine months of fiscal 2008, compared to $35.5 million in the first nine months of 2007, an increase of $15.1 million or 43%. The net loss from European operations totaled $0.6 million in the first nine months of fiscal 2008, compared to a net loss of $4.4 million in the first nine months of fiscal 2007.

“In Europe, our unique store experience, growing brand awareness, and expanded product offerings support the business growth and improvement we’ve enjoyed this year,” added Maxine Clark.

For the first nine months of fiscal 2008 consolidated comparable store sales declined 13.1%. Comparable store sales in Europe increased 8.3% in the first nine months of fiscal 2008. Comparable store sales in North America declined 15.8% compared to a decline of 8.7% in the 2007 first nine months.

Net loss for the first nine months of fiscal 2008 was $0.4 million, or $0.02 per diluted share. These results include stock-based compensation expense of $2.7 million pretax ($1.9 million after tax or $0.10 per diluted share) and a charge of $2.9 million pretax ($2.1 million after tax or $0.11 per diluted share) for the friends 2B made concept closure. Excluding the charge related to the friends 2B made closure, the Company had net income of $1.7 million, or $0.09 per diluted share.

Net income for the first nine months of fiscal 2007 was $12.6 million, or $0.62 per diluted share and included stock-based compensation expense of $2.3 million pretax ($1.4 million after tax or $0.07 per diluted share) and costs associated with the Company’s review of strategic alternatives of $0.7 million pretax ($0.4 million net of tax or $0.02 per diluted share).

During the first nine months of 2008, the Company opened 16 new stores in North America, as planned, compared with opening 31 new stores during the first nine months of 2007. In Europe, the Company opened four new stores compared with opening eight new stores during the first nine months of 2007. For the full-year 2008 the Company plans to open 25 new Company-owned stores – 20 new stores in North America (versus 39 new stores in 2007) and five new stores in Europe (versus 11 new stores in 2007).

During the first nine months of 2008 the Company repurchased and retired approximately 1,657,000 shares of common stock for $14.1 million.

Other News

On September 16, 2008, the Company announced plans to close its friends 2B made concept, a line of make-your-own dolls and related products. In addition to the charge recognized in the 2008 third quarter, the Company expects to incur pretax charges of approximately $1.9 to $2.3 million during the fourth quarter of fiscal 2008 and through the third quarter of fiscal 2009. The majority of these charges are attributable to potential lease termination costs and other potential costs associated with the closure plan. Charges associated with this concept closing are identified as ‘store closing’ costs on the consolidated statement of operations included in this press release. In addition to closing nine friends 2B made doll locations, the Company will remove friends 2B made products from separate display fixtures in approximately 50 Build-A-Bear Workshop stores and discontinue product sales at www.friends2bmade.com.

Today’s Conference Call Webcast

Build-A-Bear Workshop will host a live Internet webcast of its quarterly investor conference call at 9 a.m. EDT today. The audio broadcast may be accessed at our investor relations Web site, http://IR.buildabear.com. The call is expected to conclude by 10 a.m.

A replay of the conference call webcast will be available in the investor relations Web site for one year. A telephone replay will be available beginning at approximately noon EDT today until midnight on October 30, 2008. The telephone replay is available by calling (617) 801-6888. The access code is 60130153.

About Build-A-Bear Workshop, Inc.

Build-A-Bear Workshop, Inc. is the only global company that offers an interactive make-your-own stuffed animal retail-entertainment experience. The Company currently operates more than 400 Build-A-Bear Workshop stores worldwide, including company-owned stores in the U.S., Puerto Rico, Canada, the United Kingdom, Ireland and France, and franchise stores in Europe, Asia, Australia and Africa. Founded in St. Louis in 1997, Build-A-Bear Workshop is the leader in interactive retail. Brands include make-your-own Major League Baseball® mascot in-stadium locations, Build-A-Dino® stores and friends 2B made® doll locations. In December 2007, Build-A-Bear Workshop extended its in-store interactive experience online with the launch of its virtual world at www.buildabearville.com. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $474 million in fiscal 2007. For more information, call 888.560.BEAR (2327) or visit the Company’s award-winning Web sites at www.buildabear.com and www.friends2bmade.com.

Forward-Looking Statements

This press release contains "forward-looking statements" (within the meaning of the federal securities laws) which represent Build-A-Bear Workshop expectations or beliefs with respect to future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: we may be unable to generate interest in and demand for our interactive retail experience, or to identify and respond to consumer preferences in a timely fashion; our marketing and on-line initiatives may not be effective in generating sufficient levels of brand awareness and guest traffic; we may be unable to generate sufficient comparable store sales; we may be unable to open new stores or may be unable to effectively manage our growth; we may be unable to effectively manage our international franchises or laws relating to those franchises may change; customer traffic may continue to decrease in the shopping malls where we are located, on which we depend to attract guests to our stores; general economic conditions may continue to deteriorate, which could lead to disproportionately reduced consumer demand for our products, which represent relatively discretionary spending; high petroleum products prices could continue to increase our inventory transportation costs and adversely affect our profitability; we may be unable to repurchase shares at all or at the times or in the amounts we currently anticipate or the results of the share repurchase program may not be as beneficial as we currently anticipate; we may be unable to realize some of the expected benefits of the acquisition of Amsbra and Bear Factory, and the inclusion of France as a Company-owned country; we may lose key personnel, be unable to hire qualified additional personnel, or experience turnover of our management team; the ability of our principal vendors to deliver merchandise may be disrupted; the availability and costs of our products could be adversely affected by risks associated with international manufacturing and trade; we may be unable to realize the anticipated benefits from our company-owned distribution center or our third-party distribution center providers may perform poorly; fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline; we may be unable to renew or replace our store leases, or enter into leases for new stores on favorable terms or in favorable locations, or may violate the terms of our current leases; our market share could be adversely affected by a significant, or increased, number of competitors; we may suffer negative publicity or be sued due to violations of labor laws or unethical practices by manufacturers of our merchandise; our products could become subject to recalls or product liability claims that could adversely impact our financial performance and harm our reputation among consumers; we may improperly obtain or be unable to protect information from our guests in violation of privacy or security laws or expectations; we may fail to renew, register or otherwise protect our trademarks or other intellectual property; and we may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights. These and other applicable risks, cautionary statements and factors that could cause actual results to differ from the Company's forward-looking statements are included in the Company's filings with the Securities and Exchange Commission, including as described in the Company's annual report on Form 10-K for the fiscal year ended December 29, 2007. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(Financial Tables Follow)

CONTACT:
Build-A-Bear Workshop, Inc.
Investors:
Molly Salky, 314.423.8000 x5353
or
Media:
Jill Saunders, 314.423.8000 x5293