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) May 3, 2012

     Build-A-Bear Workshop, Inc.     
(Exact Name of Registrant as Specified in Its Charter)

         (314) 423-8000       
(Registrant’s Telephone Number, Including Area Code)

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 May 3, 2012, Build-A-Bear Workshop, Inc. (the “Company”) issued a press release announcing, among other things, total revenue, net retail sales, comparable store sales, consolidated e-commerce sales, retail gross margin, consolidated pre-tax loss, and consolidated net loss for the first quarter (13 weeks ended March 31, 2012).  The press release reported the Company’s quarter-end store count, cash, and inventory as well as the Company’s objectives for fiscal 2012, including store openings, relocations and closings, capital expenditures, and depreciation and amortization.

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

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

4

Exhibit 99.1

Build-a-Bear Workshop, Inc. Reports First Quarter Fiscal 2012 Results

• Loss Per Share of $0.06 Compares to Loss Per Share of $0.12 Last Year
• North American Comparable Store Sales Increase 3.6%

ST. LOUIS--(BUSINESS WIRE)--May 3, 2012--Build-A-Bear Workshop, Inc. (NYSE: BBW), an interactive entertainment retailer, today reported results for the 2012 first quarter ended March 31, 2012.

First Quarter 2012 Highlights:

• Consolidated net retail sales of $95.2 million represented a 1.6% increase compared to $94.2 million, in the 2011 first quarter, excluding the impact of foreign exchange;
• Consolidated comparable store sales increased 1.2% and included a 3.6% increase in North America and a 10.1% decline in Europe;
• Consolidated e-commerce sales rose 9.1%, excluding the impact of foreign exchange;
• Net loss of $1.0 million, or $0.06 per share improved from a net loss of $2.3 million, or $0.12 per share in the 2011 first quarter; and
• Adjusted net loss was $0.5 million, or $0.03 per share compared to an adjusted net loss of $1.3 million, or $0.07 per share in the 2011 first quarter. (See Reconciliation of Net Loss to Adjusted Net Loss)

“We are off to a solid start for the year with increased comparable store sales, growth in e-commerce and international franchise revenues and a considerable improvement in our operating performance for the quarter,” stated Maxine Clark, Build-A-Bear Workshop Chief Executive Bear. “Our performance reflects strength in our gift giving initiatives and the benefit of strong Easter product and promotions particularly in North America where our comp store sales increased 3.6% while our European business was impacted by a challenging economic environment. Through the end of April, which captures the impact in the change of Easter, our comp sales are essentially flat, with an increase in North America and a significant improvement in our UK trend. As we move forward, we remain confident in the strategies that we set for the year and fully expect to deliver solid sales growth and profitability in 2012,” Ms. Clark concluded.

Additional Operating Highlights

• Total revenues were $96.4 million compared to $96.0 million in the fiscal 2011 first quarter, an increase of 0.9%, excluding the impact of foreign exchange;
• Retail gross margin was 39.9%, a 110 basis point increase from retail gross margin of 38.8% in the 2011 first quarter; and
• Pre-tax loss improved to $1.1 million from a pre-tax loss of $3.6 million in the 2011 first quarter.

Store Expansion

During the quarter, the Company opened two stores in North America. At quarter end the Company operated 348 company-owned stores – 290 in North America and 58 in Europe, as compared to 288 in North America and 54 in Europe at the end of the fiscal 2011 first quarter. The Company’s international franchisees opened three stores, net of closures, finishing the fiscal 2012 first quarter with 82 stores.

Balance Sheet

The Company ended the 2012 first quarter with a strong balance sheet and no borrowings under its revolving credit facility. As of March 31, 2012, cash and cash equivalents totaled $33.5 million, over 50% of which was domiciled outside the U.S. Total inventory at quarter end was $45.6 million. Inventory per square foot increased 15.0%, as compared to the prior year period, when inventory was unusually low. On a two-year basis, inventory per square foot declined 3.3%.

In 2012, the Company continues to expect to open four to six new stores, relocate ten to fifteen stores, remodel approximately six stores in a new design and close fifteen to twenty stores in North America. The Company’s capital expenditures are expected to be approximately $20 to $25 million in 2012. Depreciation and amortization is expected to be approximately $22 million.

2012 Objectives

To increase long-term shareholder value, the Company continues to expect to:

• Introduce a new store design to enhance the bear-making experience and drive store traffic and sales. The Company expects to open approximately six of these stores starting in late fall.
• Improve store productivity and profitability by closing select stores during the year, transferring a percentage of the sales to other stores in the same markets. The Company will also reduce the square footage of other stores by relocating them within the same malls.
• Increase shopping frequency by increasing new Guest traffic to its stores by rebalancing its marketing messages to include both product and brand, and by refreshing its loyalty program to increase Guest retention.
• Reinforce Build-A-Bear Workshop as the top destination for gifts, capitalizing on its 15th birthday occasion to take this initiative to an entirely new level.
• Increase the Company’s global presence with the anticipated opening of ten to twelve international franchise locations, net of closures in 2012.
• Improve cost efficiencies with approximately $9 million in savings in fiscal 2012, a portion of which will offset expected product cost increases and support sales-driving marketing initiatives.

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. ET 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 ET today until midnight ET on May 10, 2012. The telephone replay is available by calling (858) 384-5517. The access code is 392073.

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. There are more than 400 Build-A-Bear Workshop stores worldwide, including company-owned stores in the U.S., Puerto Rico, Canada, the United Kingdom and Ireland, and franchise stores in Europe, Asia, Australia, Africa, the Middle East, Mexico and South America. 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, and Build-A-Dino^® stores. Build-A-Bear Workshop extends its in-store interactive experience online with its award winning virtual world Web site at bearville.com^®. The company was named to the FORTUNE 100 Best Companies to Work For^® list for the fourth year in a row in 2012. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $394.4 million in fiscal 2011. For more information, call 888.560.BEAR (2327) or visit the company's award-winning Web site at buildabear.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. Our actual results may differ materially from the results discussed in the forward-looking statements. These risks and uncertainties include, without limitation, those detailed under the caption “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC, and the following: general global economic conditions may continue to deteriorate, which could lead to disproportionately reduced consumer demand for our products, which represent relatively discretionary spending; customer traffic may decrease in the shopping malls where we are located, on which we depend to attract guests to our stores; 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 comparable store sales growth; we may be unable to effectively operate or manage the overall portfolio of our company-owned stores; 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; the availability and costs of our products could be adversely affected by risks associated with international manufacturing and trade, including foreign currency fluctuation; 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 are susceptible to disruption in our inventory flow due to our reliance on a few vendors; high petroleum products prices could increase our inventory transportation costs and adversely affect our profitability; we may not be able to operate our company-owned stores in the United Kingdom and Ireland profitably; we may be unable to effectively manage our international franchises or laws relating to those franchises may change; we may improperly obtain or be unable to protect information from our guests in violation of privacy or security laws or expectations; we may suffer negative publicity or be sued due to violations of labor laws or unethical practices by manufacturers of our merchandise; we may suffer negative publicity or negative sales if the non-proprietary toy products we sell in our stores do not meet our quality or sales expectations; we may lose key personnel, be unable to hire qualified additional personnel, or experience turnover of our management team; we may be unable to operate our company-owned distribution center efficiently or our third-party distribution center providers may perform poorly; our market share could be adversely affected by a significant, or increased, number of competitors; we may fail to renew, register or otherwise protect our trademarks or other intellectual property; poor global economic conditions could have a material adverse effect on our liquidity and capital resources; we may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights; fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline; and we may be unable to repurchase shares of our common stock 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. These risks, uncertainties and other factors may adversely affect our business, growth, financial condition or profitability, or subject us to potential liability, and cause our actual results, performance or achievements to be materially different from those expressed or implied by our forward-looking statements. 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.

All other brand names, product names, or trademarks belong to their respective holders.

CONTACT:
Build-A-Bear Workshop
Investors:
Tina Klocke, 314-423-8000 x5210
or
Media:
Jill Saunders, 314-423-8000 x5293