Mail Stop 0308 							September 10, 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, Filed August 12, 2004

Dear Ms. Clark:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  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.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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 comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  Also, please confirm that any preliminary prospectus that
you circulate will disclose all non-Rule 430A information, including
the price range and related information based on a bona fide estimate
of the public offering price within that range.

2. File as promptly as practicable all exhibits, particularly the
legality opinion, as we will review them prior to granting
effectiveness of the registration statement.  We may have further
comments upon review of the exhibits.
3. Please revise the text for the photographs to clarify what each
picture represents and its relationship to your products.  For
example, explain that the photograph of the teddy bear in the parade
is a Build-A-Bear teddy bear.
4. Substitute the word "customers" for "Guests" throughout the
prospectus so that readers do not misunderstand what is meant.
5. Provide us with the industry publications from which you have
obtained statistical data, and to which you refer on page 87.  Mark
the data you provide and key it to the statistics you have presented
in the Business section.
Cover Page
6. Delete the phrase "Joint Book-Running Managers" from the cover
page.  You may, however, include this phrase, with a brief
explanation, to describe the syndicate`s specific function, in the
Underwriting section.

Table of Contents
7. Move the second paragraph beneath the Table of Contents to an
appropriate location after the Risk Factors or incorporate the
disclosure, to the extent material, in the summary or elsewhere in
the prospectus.  Also, relocate the paragraph on dealer prospectus
delivery obligation to the outside back cover of the prospectus.
Refer to Item 502(b) of Regulation S-K.

Prospectus Summary, page 1
8. Abridge the first paragraph in italics by deleting the disclosure
on what "we," "our," and "us" refer to, since this is already clear
from the context.  Also, relocate the second, third, and fourth
paragraphs that appear in italics.
9. Revise the summary to describe briefly the salient features of
your business and the key aspects of this offering, and provide the
detailed information on these aspects in the Business section.  At
present, the summary is too lengthy and repetitive of information
that is disclosed later in the prospectus.  For example, the Overview
sub-section in the summary is repeated verbatim in the Business
section, and much of the language in the Competitive Strengths and
the Growth Strategy sub-sections in the summary and the Business
section are identical.  Delete the discussion of competitive
strengths and growth strategies since it is more appropriate for the
Business section.
Our Business, pages 1-2
10. Provide us with annotated third-party documentary evidence
substantiating your claim that you are "the leading, and only
national, company" in your field.
11. Delete the hybrid word "retail-tainment" as it is not a well-
known expression, and does not convey any additional information
about your business to your readers.
12. At present, the description of your business in the first two
paragraphs has redundancies.  For the sake of clarity, explain at the
onset that your company is a mall-based retailer of "do-it-yourself"
customized teddy bears.  Also, condense the additional detail of your
business into a brief, jargon-free description.
13. State the types of "event-based locations and sports venues"
where you sell teddy bears.
14. To make the figures on the net sales per gross square foot of
store space meaningful to investors, either provide the similar
average figures in your industry or provide other comparative
information, such as any change in average annual net sales per store
during the last three fiscal years and any subsequent interim period.
15. Describe clearly and briefly the nature of the "targeted,
integrated, multi-media marketing program" that you developed and
tested in 2003, and what you mean by "a national rollout" of this
program in 2004.

Summary Consolidated Financial and Operating Data, page 6
16. In a footnote to this table, please disclose what amounts are
included in the "capital expenditures" line item.  Please make this
revision in the table of Selected Consolidated Financial and
Operating Data beginning on page 22 as well.
Risk Factors, page 8
17. In the first paragraph in italics, revise the sentence "The risks
and uncertainties described below are not the only ones we face" to
make clear that you have identified all material risks known to you
and anticipated by you at present.

General
18. Several of your risk factor headings, as illustrated in the
partial list below, do not identify the precise nature of harm that
may result to your company.  Revise these risk factor headings so
that each of them describes adequately the material adverse effect of
that particular risk discussed.
* "Our future growth and profitability will depend in large part upon
the effectiveness of our marketing," page 8.
* "We are subject to a number of risks associated with leasing our
stores," page 13.
* "We are subject to regulations that impact our employees," page 14.
* "Portions of our business are subject to privacy and security
risks," page 14.
* "There has not previously been any public market for our common
stock," page 16.
"We may not be able to maintain our current comparable store sales
growth," page 8.
19. Quantify in dollar terms the average decline in the level of your
sales that your stores have experienced in their second and third
years as compared to their first full year after opening.

"Our growth strategy requires us to open a significant number of new
stores...," page 9.
20. Identify the locations of the two stores that you have closed.
 "We may not be able to operate successfully if we lose key
personnel...," page 11.

21. If you have had any difficulties in attracting, retaining, and
motivating senior management, key personnel, and qualified staff in
the recent past, describe the difficulties.  Also, state whether to
your knowledge any senior management or key personnel has plans to
retire from, disassociate with, or quit your company in the near
future.
22. Disclose whether you have any key employee insurance policies.

"We rely on two vendors to supply substantially all of our
merchandise...," page 11.
23. Since you are dependent on two vendors for the supply of your raw
materials, identify them by name.  Please refer to Item
101(c)(1)(iii) of Regulation S-K.

"Our failure to renew, register or otherwise protect our trademarks
could have a negative impact...," page 13.
24. If you fail to protect your intellectual property rights,
disclose the consequences to your operations and the remedial actions
that would be necessary.
"We may have disputes with, or be sued by, third parties for
infringement...," page 13.

25. It appears that you have received notifications of potential
infringement of intellectual property rights of third parties.  To
the extent material, identify the parties, disclose the times of
notification, and describe the claims, including a discussion of the
alleged infringements and the settlement or judgment terms, if any,
and other consequences of the claims at law and in equity.


"We depend heavily on our communications and information systems,
which are vulnerable to systems failure," page 14.
26. If you have had any problems because of system failures, describe
the problems, and the subsequent remedial and preventative measures
you have undertaken.

"Terrorism and the uncertainty of future terrorist attacks or war may
harm our operating results," page 14.

"We are subject to regulations that impact our employees," page 14.

"Evolving regulation of corporate governance and public disclosure
may result in additional expenses and continuing uncertainty," page
15.
27. These risks are generic to many, if not most, companies, and are
not germane to your business or your offering.  If you choose to
retain these risk factor discussions, ensure to make them specific to
your company, providing quantified disclosure wherever possible.
"We may suffer negative publicity...if our products are recalled or
cause injuries," page 14.
28. Identify the products that you have been obliged to recall, and
disclose the aggregate dollar amount you lost as a result of the
recalls and any torts claims.

"The market price of our common stock may be materially adversely
affected by market volatility," page 16.

"If our share price is volatile, we may be the target of securities
litigation...," page 18.
29. Combine these two similar risk factors into a single, brief, and
non-redundant discussion.
"Purchases of our common stock in this offering will be subject to
immediate substantial dilution...," page 17.

30. Revise to compare the net book value per share after the offering
to the initial offering price.

"Our certificate of incorporation and bylaws and Delaware law contain
provisions that could discourage a takeover," page 17.
31. Revise your risk factor heading to disclose the actual risk to
your shareholders, namely the risk that the anti-takeover provisions
may prevent or frustrate attempts to replace or remove the current
management of the company by shareholders, even if the takeover may
be in their best interests.
Forward-Looking Statements, page 18
32. Delete the sentence:  "All statements that are not historical
facts...are forward-looking statements."  You may, however, state to
the effect that statements that reflect your current views with
respect to future events and financial performance, and any other
statements of a future or forward-looking nature are forward-looking
statements for the purposes of the federal securities laws.
33. Your statement that words such as "will" are used to identify
forward-looking statements is confusing since the term "will"
generally implies more certainty.  Please revise or advise.
34. Delete the references to Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act because those sections do
not apply to forward-looking statements made in connection with an
initial public offering.
Use of Proceeds, page 19
35. Provide a more meaningful description of "general corporate
purposes," by breaking down the category into sub-components such as
general and administrative expenses, and the like.
36. Quantify the approximate dollar amount of proceeds that you
intend to use for each of the three purposes you have identified.
See Item 504 of Regulation S-K.

Capitalization, page 20
37. At a minimum, please fill in the pro forma column of the table in
your next amendment.  We are deferring our review of this section and
the Dilution section until they have been completed.  It is possible
that we will have additional comments.

Selected Consolidated Financial and Operating Data, page 22
38. Please revise the introductory paragraph to this table to
disclose that the audited financial statements for the fiscal years
ended January 1, 2000 and December 30, 2000 were audited by
accountants no longer in existence.
Management`s Discussion and Analysis

Overview, page 25
39. Expand this section to discuss known material trends and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  In doing so,
provide additional information about the quality and variability of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail:
a. economic or industry-wide factors relevant to your company, and
b. material opportunities, challenges and risks in short and long
term and the actions you are taking to address them.
Please refer to SEC Release No. 33-8350.
40. Provide the average dollar amount in net sales in fiscal year
2001 and fiscal year 2002 for stores open for the entire year.
41. Provide more detailed discussion to explain how you have achieved
"economies" of your stores and improved "expense management."
42. Explain clearly what you mean by expecting to "leverage" your
store-level operating expenses and your overhead expenses, and
exactly how you plan on achieving these objectives.

Results of Operations, page 29
43. In circumstances where you describe more than one business reason
for a significant change between periods in key financial data or
indicators, quantify the incremental impact of each individual
business reason on the overall change.  For example, in your
discussion on page 30 for the first half of fiscal year 2004 compared
to the first half of the fiscal year 2003, you should quantify the:

* Increase in gross margin as a percentage of net retail sales as a
result of "leverage" on occupancy costs as compared to lower product,
supplies, warehousing, and distribution costs;

* Increase in dollar amount of selling, general, and administrative
expenses as a result of increase in number of stores in operation as
compared to higher central office expenses; and

* Decrease in selling, general, and administrative expenses as a
percentage of total revenues as a result of "leveraging" central
office expenses as compared to "leveraging" store payroll expenses;

Provide similar quantified information in your discussion of changes
in aspects of operating results between other fiscal periods.

Non-GAAP Financial Measures, page 32
44. Please ensure that a cross-reference to this section is provided
in each instance "store contribution" is disclosed.
45. Please disclose, in a footnote to the table or elsewhere, how
"store depreciation and amortization" and "general and administrative
expense" as presented in this table has been calculated.

Seasonality and Quarterly Results, page 33
46. Please fill in this table in your next amendment.  We are
deferring our review of this section until it has been completed.  It
is possible that we will have additional comments.

Liquidity and Capital Resources, page 34
47. You state that "in fiscal 2005, we expect to spend a total of
approximately $19.0 million to $21.0 million on capital
expenditures..." Please support this assertion.  Specifically please
tell us what information, projections, facts or circumstances you
have evaluated to arrive at this conclusion.  Additionally please
tell us if you have entered into any firm commitments related to
these anticipated expenditures.
48. Disclose the risks and the potential effects on your costs,
liquidity, and cash flows resulting from your ability or inability to
amend your credit agreement.

Contractual Obligations and Commercial Commitments, page 36
49. As noted on page 50, please include all minimum payments required
under your licensing and strategic relationships in the table.

Business
50. Throughout this section when you describe business partners,
clarify whether there is a partnership agreement or other
documentation of such relationship or use other terminology to
describe the business relationship.

Overview, page 39
51. In the last paragraph in this sub-section, you refer to several
"prestigious industry awards" you have received.  For each award
mentioned, disclose the criteria on which it was awarded, whether
there was a competition among companies for that award, and the
number of companies, if any, sharing the awards with you.
Our Mission, page 39
52. Consider deleting this sub-section as it is neither informative
nor germane to the offering for your investors.  However, you may
state that your company has a "customer-centric organizational
focus," by only if you provide the factual basis underlying such
claim.

"We offer an exciting interactive shopping experiences," page 40.
53. Explain what you mean by "selective use of `Bearisms`" and
provide examples of "custom-designed fixtures" and how they
"energize" customers.

"We have a broad and loyal Guest base," page 40.
54. Disclose the basis of your claim that you have a "loyal" customer
base.  For example, provide quantified disclosure on the number or
percentage of "repeat" customers you have.
"We have strong merchandising expertise," page 41.
55. Explain what a "stock-keeping unit" is and how it differs from an
inventory item.
"We provide a high level of Guest service through consistent
execution," page 41.
56. Provide us annotated industry data evidencing your claim of your
"above average employee retention rates."

"We have an attractive store economic model," page 42.
57. Explain in clear and simple language the process of "value
engineering" and how this has reduced the average investment for your
new stores.

"We have a highly experienced and disciplined management team," page
42.
58. Elaborate in reasonable detail on how you "strive to be a
socially responsible citizen" in the communities where you operate.

Marketing, page 48
59. For each of the marketing programs you have discussed, consider
stating the dollar amount spent for the last three fiscal years and
any subsequent interim period.

International Franchises, page 52
60. Disclose the material terms of the master franchise agreement,
including the initial franchise fee, the percentage of franchise fees
that you receive and the term of the franchise agreement.

Management Information Systems and Technology, page 53
61. Explain how you are "implementing a new merchandise planning
application," and differentiate between the "tactical and strategic
information technology initiatives" you have taken.

Non-Store Properties, page 54
62. Identify the business activities for which you use the non-store
properties.

Intellectual Property and Trademarks, page 54
63. Provide in this sub-section a list of the U.S. patents you hold
or in-license.  Discuss the duration and effect of the patents,
trademarks or licenses you hold.

Executive Compensation

Stock Option Awards, page 61
64. Expand your discussion in the Option Grant table to describe the
valuation methodologies used by the board of directors in reaching
its conclusions concerning the market value of the underlying shares.
Briefly describe how the methodologies supported the valuations that
established the option exercise prices.  If there is a substantial
disparity between the option exercise prices and the proposed public
offering price, alert investors to the disparity and quantify the
effect of using the public offering price as the base to compute the
potential option values using the 5% and 10% assumed rates of stock
price appreciation.  If you wish to provide the potential realizable
values in the table using the assumed offering price as the base
price, we will not object, if you explain this is a footnote.  See
Section IV.C of SEC Release 33-7009.

Certain Relationships and Related Party Transactions, page 68
65. In the second sentence of the first paragraph, it appears that
the code of ethics and charter provisions are currently in place, yet
it appears based on the first sentence that these are procedures that
you will adopt.  Please clarify whether the code of ethics and
charter provisions are currently in place.
66. Disclose the conversion ratio of the various classes of preferred
stock to common stock, and clarify the price paid per share paid by
insiders and their relative equity interest compared to the price per
share of common stock offered in the initial public offering.

67. Throughout this section, disclose whether the terms of the
related-party transactions obtained by the company or its predecessor
were as favorable as could have been obtained from unaffiliated third
parties.

Formation and Conversion to Corporation, page 68

Agreements with Investors, page 70
68. Clarify that preemptive rights do not apply to the issuance of
new securities in a registered transaction.

Officer Loans, page 70
69. Disclose whether the lending terms of each of the loans extended
to members of management were comparable to terms obtainable from
loans to unaffiliated third parties.

Real Estate Management, page 71
70. Disclose the amount of the fixed monthly fees and the success
fee.

Principal and Selling Stockholders, page 71
71. Identify the natural persons who exercise voting, investment, and
dispositive control over the securities held of record by CP4
Principals, LLC and KCEP Ventures II, L.P.
72. Disclose any material relationships between the selling
stockholders and the company during the past three years.  Refer to
Item 507 of Regulation S-K.

Description of Capital Stock, page 74
73. In the first paragraph modify the sentence "This description is
only a summary" to the effect that this summary contains all material
terms of the securities that constitute your capital stock, and your
charter and bylaws as they relate to anti-takeover provisions.  Also
confirm that you have disclosed the material terms of the
registration rights agreement.

Preferred Stock, page 75
74. For each series of preferred stock outstanding, describe its
voting and conversion rights.

Anti-Takeover Provisions of Delaware Law and Charter Provisions, page
77
75. State clearly that you included in the discussion all provisions
of Delaware law and your charter that may limit the ability of
another person or entity to acquire control of your company.
Underwriting, page 82
76. With respect to the lock-up agreements, disclose the factors the
representatives will consider before consenting to a transaction
prohibited by those agreements.
77. Tell us and briefly disclose in the prospectus whether you intend
to use any means of distributing or delivering the prospectus other
than by hand or the mails, such as various means of electronic
delivery.  Also tell us and briefly disclose in the prospectus
whether you intend to use any forms of prospectus other than printed
prospectuses, such as CD- ROMs, video cassettes, and so on, and
provide all such prospectuses for our examination.  Please refer to
SEC Releases No. 33-7233 and No. 33-7289.  We may have additional
comments.
78. Specifically identify any members of the underwriting syndicate
that will engage in any electronic offer, sale or distribution of the
shares and describe their procedures to us supplementally.  If you
become aware of any additional members of the underwriting syndicate
that may engage in electronic offers, sales or distributions after
you respond to this comment, promptly supplement your response to
identify those members and provide us with a description of their
procedures.
Briefly describe any electronic distribution in the filing.  Also, in
your discussion of your procedures, tell us how your procedures
ensure that the distribution complies with Section 5 of the
Securities Act.  In particular, describe:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the use
of indications of interest or conditional offers; and
* the manner and timing of funding of an account and payment of the
purchase price.
79. In addition, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement, and provide
us with a copy of any written agreement.  Also provide us with copies
of all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into
such arrangements, promptly supplement your response.
80. Tell us whether you intend to have a directed share offering.  If
so, disclose in the prospectus the maximum number of common shares
reserved for sale, and confirm whether the sale will be at the
initial public offering price, whether the shares thus purchased will
be subjected to lock-up restrictions, and whether any reserved shares
not so purchased will be offered by the underwriters to the general
public on the same terms as the other shares.  Also, please provide
us with all materials given to potential purchasers in the directed
offering.
81. In addition, if you intend to engage in a directed share
offering, supplementally describe the mechanics of how and when these
shares are offered and sold to investors in the directed share
program for this offering.  For example, tell us how the prospective
recipients and number of reserved shares are determined.  Tell us how
and when the issuer and underwriter notified the directed share
investors, including the types of communications used.  Discuss the
procedures these investors must follow in order to purchase the
offered securities.  Tell us whether directed share purchasers are
required to establish accounts before the effective time, and, if so,
whether any funds are put in newly established brokerage accounts
before the effective date.  Tell us how the procedures for the
directed share program differ from the procedures for the general
offering to the public.  Finally, tell us how you will assure that
this offer will meet the requirements of Section 5 of the Securities
Act and Rule 134.

Legal Matters, page 86
82. Clarify that Bryan Cave LLP has passed upon the validity of the
securities offered.

Where You Can Find More Information, page 86
83. Delete the following sentence:  "Statements contained in this
prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete."  The disclosure
regarding contracts, agreements and other material documents should
be materially complete.
84. We note your representations that some of the information in the
registration statement is based on information you obtained from
sources "believed to be reliable" but that you have not verified and
cannot guarantee the information.  Please note that you are
responsible for the entire content of the registration statement and
cannot include language that can be interpreted as a disclaimer of
the information contained in the filing.  Please revise.

Financial Statements

Consolidated Balance Sheets, Page F-3
85. In accordance with paragraph 42 of SFAS 142, please present all
intangible assets as a separate line item in your consolidated
balance sheets.
86. As noted on page F-22, please revise your balance sheet to
present the promissory notes as a separate line item in stockholders`
equity rather than netting them against additional paid-in capital.
In addition, please disclose in greater detail the limited-recourse
nature of each of the promissory notes.  Please also tell us whether
you expect these amounts to be repaid in full at maturity.  If you
have forgiven or intend to forgive all or a portion of the notes,
please disclose this as well.

Consolidated Statements of Operations, page F-4
87. Under the guidelines of SAB Topic 6:B and in accordance with your
use of the Two-Class Method of calculating earnings per share, it
appears that the line item "Net income available to common
stockholders" would be more appropriately titled "Net income
available to common and participating preferred stockholders."
Please make this revision or tell us why your present disclosure is
more appropriate.  Additionally, please disclose separately, on the
face of this statement, the amount of net income allocated to common
stockholders and the amount allocated to participating preferred
stockholders.   Accordingly, please revise your disclosure of this
financial information presented elsewhere in this registration
statement to coincide with these revisions.

Consolidated Statements of Stockholders` Equity, page F-5
88. Please supplementally provide us with your statement of
stockholders` equity for the year ended December 30, 2000.  In doing
so, please show your activity up to April 3, 2000 separately from
your activity after April 3, 2000.  This will ensure that the April
3, 2000 adjustment between retained earnings and additional paid-in
capital that is required by SAB Topic 4:B upon your conversion from a
LLC to a C corporation is easy for us to recompute.  If you have not
made this adjustment, please amend your financial statements and
related disclosures accordingly.

Note (1) Description of Business, page F-7
89. Given that you purchased the 49% minority interest of BABE on
February 10, 2003, please tell us why no amount has been recorded as
the minority interest share of BABE`s income or loss in your
consolidated statements of operations for the fiscal years ended
December 28, 2002 and January 3, 2004.  Consider the need to clarify
your disclosure if appropriate.

Note (2)(b) Pro Forma Presentation, page F-8
90. Please reconcile in table format between the numerators and
denominators used in computing historical basic and diluted EPS and
those used in computing pro forma EPS.  In doing so, please present
the impact of each class of preferred stock separately in the
reconciliation.  Please also expand your EPS information in Note (11)
to show the impact of each class of preferred stock separately.  This
may be done by either revising the EPS reconciliation on page F-19 or
adding a section just after that breaks out each of the combined
preferred stock amounts shown and reconciles to the amounts shown in
the table.

Note (2)(f) Property and Equipment, page F-8
91. Given the significance of leasehold improvements to total assets
and to enable a user to better predict future depreciation expense,
please quantify the period over which these assets are depreciated by
disclosing either a range of useful lives or a weighted average
useful life.
92. Please disclose the useful life over which you depreciate
computer software.  Additionally please tell us whether this software
is internally developed or purchased.  If internally developed,
please disclose your accounting policy for capitalizing such costs.
93. Please disclose your policy for accounting for new store
construction deposits.
94. Please revise your disclosure to clarify your accounting policy
for tenant allowances.  Please ensure that your revised disclosure
includes the total amount of allowances received and the specific
property and equipment assets these allowances are charged against.
Supplementally, please tell us what these allowances are for and why
your accounting treatment is appropriate.

Note (2)(i) Accrued Rent, page F-9
95. Paragraph 5.n. of SFAS 13, as amended by SFAS 29, discusses how
lease payments that depend on an existing index or rate, such as the
consumer price index or the prime interest rate, should be included
in your minimum lease payments.  Please tell us whether you have any
leases that have these types of provisions.  If you do, please
disclose your accounting policy for these types of escalation clauses
as well.

Note (2)(j) Franchises, page F-9
96. Please disclose the life of the franchise agreements.

Note (2)(k) Retail Revenue Recognition, page F-9
97. Please disclose what caused the $0.4 million difference between
the increase in net sales ($1.1 million) and the increase in net
income ($0.7 million) that resulted from the adjustment to deferred
revenue.  If you are deferring related expenses as well, please
disclose how that amount was determined, the balance of deferred
expenses at each balance sheet date and consider the need to revise
your disclosure to clarify your accounting policy.

Note (2)(o) Advertising, page F-10
98. Please disclose why advertisement costs are not expensed the
first time the advertising takes place.  See paragraph 26 of SOP 93-
7.  Please also supplementally tell us the authoritative guidance
that supports your current policy of expensing costs over the period
the advertising appears.

Note (2)(r) Stock-Based Compensation, page F-11
99. Supplementally please tell us the facts and circumstances
surrounding the $59,219 of stock-based compensation you have recorded
in the twenty-six week period ended July 3, 2004.  Please ensure that
your response details the instruments to which this expense relates,
their characteristics that caused the expense and how you calculated
the amount given your accounting policy.

Note (3) Impairment Charge, page F-13
100. Please disclose why it has taken so long to close the three
stores identified as not meeting operating objectives, which are
deemed to be impaired.  Additionally please disclose when you
anticipate finalizing the closure of the two remaining identified
stores.  Please disclose the facts and circumstances surrounding this
impairment.  Please disclose the composition of the amounts included
in the other cash costs column, explain why these amounts have not
yet been paid and explain when they will be paid.

Note (12) Stock Option Plan, page F-20
101. Please provide a supplemental schedule showing in chronological
order, the date of grant, optionee, number of options granted,
exercise price, the deemed fair value of the underlying common stock,
and the amount of deferred compensation recognized for all options
issued during fiscal year 2003 and to date.  Please present issuances
to employees separately from issuances to nonemployees.  Provide the
estimated IPO price.  If your expected IPO price is more than your
estimated fair value on which compensation expense was measured,
supplementally explain in detail, the rationale supporting your
estimate of fair value.  Discuss and quantify the impact on your fair
value of any events, which occurred between the dates the options
were granted and the date the registration statement was filed to
support a fair value below the proposed IPO price.
102. Please disclose the timing, nature, terms, value and reason for
each issuance of options to nonemployees.  Please also disclose the
compensation expense recorded and the assumptions you used.  The
minimum value method is not appropriate for issuances to
nonemployees.

Note (13) Stockholders` Equity, page F-22
103. Supplementally, please clarify for us your accounting treatment
for the convertible redeemable preferred stock issued on April 5,
2000 (2,666,666 shares of Series A and B), under the guidelines of
EITF 98-5 and the convertible redeemable preferred stock issued from
September through December 2001 (3,467,337 shares of Series D), under
the guidelines of EITFs 98-5 and 00-27.  Please ensure that your
response includes your evaluation of the conversion feature,
including how you valued the underlying stock into which these shares
are convertible.

Note (17) Segment Information, page F-24
104. Please disclose the information required by paragraph 26 of SFAS
131.
105. In disclosing the tabular segment information, please follow the
guidelines of paragraph 32 of SFAS 131.  Specifically, please provide
a reconciliation of the total segments` net sales to external
customers to your total consolidated net sales.  At present, net
sales to external customers for the year ended January 3, 2004 equals
your total consolidated net sales reported on your statement of
operations; however, you then report intersegment revenue of
$1,524,850.  It is not clear to us how this intersegment revenue is
eliminated in consolidation.

Item 15.  Recent Sales of Unregistered Securities, page II-2
106. For each of the issuances of unregistered securities discussed,
state the specific facts relied upon in the particular case to make
the stated exemption available.
107. For each issuance of securities, disclose both the aggregate and
per share price, along with the amounts of each form of consideration
received.  In doing so, please ensure that you also separately
disclose each issuance of options and warrants, along with their
terms, fair values and reason for issuance.  Please also present
issuances to nonemployees separately from issuances to employees.


*	*	*	*	*


As appropriate, please amend your registration statement in response
to these comments.  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 responses to our comments 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 responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

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 comments on 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















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