Mail Stop 0308 							October 12, 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, Amended October 12, 2004

Dear Ms. Clark:

We have reviewed your amended filing and have the following comment.
Where indicated, we think you should revise your document in response
to this comment.  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.  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 comment or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Recent Developments, page 2
1. In this section and in Management`s Discussion and Analysis,
please balance the recent developments disclosure of revenues with
net income for the 13 weeks and 39 weeks ended October 2, 2004.

*	*	*	*	*

As appropriate, please amend your registration statement in response
to this comment.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your response to our comment and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and response
to our comment.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

You may contact James Hoffmeister, Staff Accountant, at (202) 942-
1988, or Rufus Decker, Assistant Chief Accountant, at (202) 942-1774
if you have questions regarding the financial statements and related
matters.  Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
942-1776, or Ellie Quarles at (202) 942-1859, or me at (202) 942-1900
with any other questions.



Sincerely,




H. Christopher Owings
Assistant Director



cc.	James H. Erlinger III, Esq.
	Bryan Cave LLP
	One Metropolitan Square
	211 North Broadway, Suite 3600
	St. Louis, Missouri 63102-2750

Build-A-Bear Workshop, Inc.
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