------------------------------
                               UNITED STATES                                OMB APPROVAL
                    SECURITIES AND EXCHANGE COMMISSION             ------------------------------
                          Washington, D.C. 20549                   OMB Number 3235-0145
                                                                   ------------------------------
                                                                   Expires:   February 28, 2009
                                                                   ------------------------------
                                                                   Estimated average burden
                                                                   hours per response . . . 11


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)


                           Build-A-Bear Workshop, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    120076104
-------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2006
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

        |x|       Rule 13d-1(b)

                  Rule 13d-1(c)

                  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).








                               PAGE 1 OF 10 PAGES





----------------------                                    ---------------------
CUSIP No. 120076104                 13G                   Page  2  of  10 Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           Manulife Financial Corporation

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Canada

-------------------------------------------------------------------------------
                       5     SOLE VOTING POWER

                             -0-
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              -0-
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 -0-
       With            --------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             -0-
--------------------------------------------------------------------------------
    9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          None,  except  through its indirect,  wholly-owned  subsidiaries,  MFC
          Global Investment  Management (U.S.A.) Limited, John Hancock Advisers,
          LLC and John Hancock Life Insurance Company
--------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

          N/A
--------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          See line 9 above.
--------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON*

          HC
--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 2 OF 10 PAGES





----------------------                                    ---------------------
CUSIP No. 120076104                 13G                   Page  3  of  10 Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           MFC Global Investment Management (U.S.A.) Limited

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Canada
-------------------------------------------------------------------------------
                       5     SOLE VOTING POWER

                             7,335
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              -0-
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 7,335
       With            ---------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             -0-
-------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           7,335
-------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           N/A
-------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0.04%
-------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IA
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 3 OF 10 PAGES






----------------------                                    ---------------------
CUSIP No. 120076104                 13G                   Page  4  of  10 Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           John Hancock Advisers, LLC

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
-------------------------------------------------------------------------------
                       5     SOLE VOTING POWER

                             196,010
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              -0-
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 -0-
       With            ---------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             196,010
-------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           196,010
-------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           N/A
-------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0.96%
-------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IA
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 4 OF 10 PAGES





----------------------                                    ---------------------
CUSIP No. 120076104                 13G                   Page  5  of  10 Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           John Hancock Life Insurance Company

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Commonwealth of Massachusetts
-------------------------------------------------------------------------------
                       5     SOLE VOTING POWER

                             -0-
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              75,077
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 -0-
       With            ---------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             75,077
-------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           75,077
-------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           N/A
-------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           0.37%
-------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IA
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 5 OF 10 PAGES




Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
            criminal violations (See 18 U.S.C. 1001)

   Item 1(a)    Name of Issuer:
                Build-A-Bear Workshop, Inc.

   Item 1(b)    Address of Issuer's Principal Executive Offices:
                1954 Innerbelt Business Center Drive
                St. Louis, Missouri 63114

   Item 2(a)    Name of Person Filing:
                This filing is made on behalf of Manulife Financial  Corporation
                ("MFC"),  and MFC's  indirect,  wholly-owned  subsidiaries,  MFC
                Global  Investment  Management  (U.S.A.) Limited ("MFC Global"),
                John  Hancock  Advisers,  LLC  ("JHA")  and  John  Hancock  Life
                Insurance Company ("JHLICO").

   Item 2(b)    Address of the Principal Offices:
                The principal business offices of MFC and MFC Global are located
                at 200 Bloor Street,  East, Toronto,  Ontario,  Canada, M4W 1E5;
                and JHA and JHLICO are located at 601 Congress  Street,  Boston,
                Massachusetts 02210.

   Item 2(c)    Citizenship:
                MFC and MFC Global  are  organized  and exist  under the laws of
                Canada.
                JHA is  organized  and  exists  under  the laws of the  State of
                Delaware.
                JHLICO  is   organized   and  exists   under  the  laws  of  the
                Commonwealth of Massachusetts.

   Item 2(d)    Title of Class of Securities:
                Common Stock

   Item 2(e)    CUSIP Number:
                120076104

   Item 3       If the Statement is being filed  pursuant to Rule  13d-1(b),  or
                13d-2(b), check whether the person filing is a:

                MFC:     (g) (X) Parent  Holding  Company,  in accordance  with
                                 ss.240.13d-1(b)(ii)(G).

                MFC
                Global:  (e) (X) Investment  Adviser registered under ss.203 of
                                 the Investment Advisers Act of 1940.

                JHA:     (e) (X) Investment  Adviser registered under ss.203 of
                                 the Investment Advisers Act of 1940.

                JHLICO:  (e) (X) Investment  Adviser registered under ss.203 of
                                 the Investment Advisers Act of 1940.

   Item 4       Ownership:

                (a) Amount   Beneficially   Owned:  MFC  Global  has  beneficial
                    ownership  of  7,335  shares  of  Common   Stock,   JHA  has
                    beneficial  ownership of 196,010  shares of Common Stock and
                    JHLICO has  beneficial  ownership of 75,077 shares of Common
                    Stock.  Through its  parent-subsidiary  relationship  to MFC
                    Global, JHA and JHLICO, MFC may be deemed to have beneficial
                    ownership of these same shares.


                               PAGE 6 OF 10 PAGES


               (b)  Percent of Class: Of the 20,518,886 shares outstanding as of
                    November 8, 2006, according to the issuer's quarterly report
                    on form 10-Q for the period ended  September  30, 2006,  MFC
                    Global  held 0.04%,  JHA held 0.96%,  and JHLICO held 0.37%.
                    The aggregate percentage held as of December 31, 2006 by all
                    reporting persons was 1.37%.

               (c) Number of shares as to which the person has:

                   (i)  sole power to vote or to direct the vote:
                        MFC  Global  and JHA each  has sole  power to vote or to
                        direct  the  voting  of  the  shares  of  Common   Stock
                        beneficially owned by each of them.

                   (ii) shared power to vote or to direct the vote:
                        JHLICO has shared  power to vote or to direct the voting
                        of the shares of Common Stock it beneficially owns.

                   (iii)sole power to dispose or  to direct the disposition of:
                        MFC  Global  has sole  power to dispose or to direct the
                        disposition   of  the   shares   of   Common   Stock  it
                        beneficially owns.

                   (iv) shared power to dispose or to direct the disposition of:
                        JHA and JHLICO  each has  shared  power to dispose or to
                        direct the  disposition  of the  shares of Common  Stock
                        beneficially owned by each of them.

   Item 5       Ownership of Five Percent or Less of a Class:
                If this  statement  is being filed to report the fact that as of
                the date  hereof  the  reporting  person  has  ceased  to be the
                beneficial  owner of more  than  five  percent  of the  class of
                securities, check the following {X}.

   Item 6       Ownership of More than Five Percent on Behalf of Another Person:
                Not applicable.

   Item 7       Identification and Classification of the Subsidiary which
                Acquired the Security Being Reported on by the Parent Holding
                Company:
                See Items 3 and 4 above.

   Item 8       Identification and Classification of Members of the Group:
                Not applicable.

   Item 9       Notice of Dissolution of a Group:
                Not applicable.

   Item 10      Certification:
                By signing below the undersigned certifies that, to the best of
                its knowledge and belief, the securities referred to above were
                acquired  and are held in the  ordinary  course of business and
                were not  acquired  and are not held for the purpose of or with
                the effect of changing or influencing the control of the issuer
                of the  securities  and were not  acquired  and are not held in
                connection with or as a participant in any  transaction  having
                that purpose or effect.


                               PAGE 7 OF 10 PAGES


                                 SIGNATURE

    After reasonable  inquiry and to the best of its knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.


                                Manulife Financial Corporation


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 7, 2007         Title:   Attorney in Fact*


                                MFC Global Investment Management (U.S.A) Limited


                                By:      /s/ Gordon Pansegrau
                                Name:    Gordon Pansegrau
Dated: February 7, 2007         Title:   General Counsel, Chief Compliance
                                         Officer & Secretary


                                John Hancock Advisers, LLC


                                By:      /s/ Francis V. Knox Jr.
                                Name:    Francis V. Knox Jr.
Dated: February 7, 2007         Title:   Vice President and Chief Compliance
                                         Officer


                                John Hancock Life Insurance Company


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 7, 2007         Title:   Attorney in Fact**


*  Signed  pursuant to a Power of Attorney  dated January 31, 2007 included as
   an  Exhibit  to  Schedule  13G  filed  with  the  Securities  and  Exchange
   Commission by Manulife Financial Corporation on February 1, 2007.

** Signed  pursuant to a Power of Attorney  dated January 31, 2007 included as
   Exhibit B to this Schedule 13G.


                               PAGE 8 OF 10 PAGES


EXHIBIT A
                             JOINT FILING AGREEMENT
                             ----------------------

     Manulife Financial  Corporation,  MFC Global Investment Management (U.S.A.)
Limited,  John Hancock  Advisers,  LLC and John Hancock Life  Insurance  Company
agree that the Terminated Schedule 13G (Amendment No. 1) to which this Agreement
is attached,  relating to the Common Stock of  Build-A-Bear  Workshop,  Inc., is
filed on behalf of each of them.


                                Manulife Financial Corporation


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 7, 2007         Title:   Attorney in Fact*


                                MFC Global Investment Management (U.S.A) Limited


                                By:      /s/ Gordon Pansegrau
                                Name:    Gordon Pansegrau
Dated: February 7, 2007         Title:   General Counsel, Chief Compliance
                                         Officer & Secretary


                                John Hancock Advisers, LLC


                                By:      /s/ Francis V. Knox Jr.
                                Name:    Francis V. Knox Jr.
Dated: February 7, 2007         Title:   Vice President and Chief Compliance
                                         Officer


                                John Hancock Life Insurance Company


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 7, 2007         Title:   Attorney in Fact**


* Signed  pursuant to a Power of Attorney dated January 31, 2007 included as an
  Exhibit to Schedule 13G filed with the Securities and Exchange  Commission by
  Manulife Financial Corporation on February 1, 2007.

** Signed  pursuant to a Power of Attorney  dated January 31, 2007 included as
   Exhibit B to this Schedule 13G.


                               PAGE 9 OF 10 PAGES


EXHIBIT B

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints  Emanuel Alves,  Lynn Dyer and Scott A. Lively,  and each of them, with
full power to act without the others, its true and lawful  attorneys-in-fact and
agents,  with full  power of  substitution,  for it and in its  name,  place and
stead, in any and all capacities,  to sign any and all  instruments,  schedules,
certificates,  agreements and documents,  and amendments to the foregoing,  that
may be  necessary,  desirable  or  appropriate  to be  executed  on its  behalf,
pursuant to Section 13 or Section 16 of the Securities  Exchange Act of 1934, as
amended,  and any and all regulations  promulgated  thereunder,  and to file the
same,  with  all  exhibits  thereto,  and  any  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents, and each of them, or their substitutes, full power
and  authority  to do and  perform  each  and  every  act and  thing  necessary,
desirable  or  appropriate,  as  fully  to  all  intents  and  purposes  as  the
undersigned  might or could do in person,  hereby  ratifying and  confirming all
that said  attorneys-in-fact and agents or any of them, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. This power
of attorney  shall be effective  until such time as the  undersigned  delivers a
written revocation thereof to the above-named attorneys-in-fact and agents.

     IN WITNESS  WHEREOF,  this power of attorney has been signed as of the 31st
day of January, 2007.




                                  John Hancock Life Insurance Company



                                  By:  /s/  Warren A. Thomson
                                       Name: Warren A. Thomson
                                       Title: Executive Vice President and Chief
                                       Investment Officer - US Investments







                               PAGE 10 OF 10 PAGES