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) June 28, 2007

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

        Delaware                      001-32320                  43-1883836
-----------------------------    ------------------------    -------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
    of Incorporation)                                        Identification No.)

               1954 Innerbelt Business Center Drive               63114
                        St. Louis, Missouri                     ----------
             ------------------------------------------         (Zip Code)
              (Address of Principal Executive Offices)

                                 (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 June 28, 2007,  Build-A-Bear  Workshop,  Inc. (the "Company")  announced that
during the process of analysis and consideration of strategic alternatives,  the
company will not provide any new earnings guidance,  nor will the company update
or comment further upon the earnings guidance previously provided.

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 8.01.      Other Events.

The press release  issued on June 28, 2007 also  announced the engagement by the
Company  of  Lehman  Brothers  to assist  it and the  Board of  Directors  in an
analysis and consideration of a broad range of potential strategic  alternatives
to enhance  shareholder value. The press release is attached to this Form 8-K as
Exhibit 99.1 and is incorporated by reference herein.

There is no  assurance  that the  process  will  result  in any  changes  to the
Company's  current  plans.  The  Company  does not  expect to  disclose  further
developments  regarding the process  until the review of strategic  alternatives
has been completed.

Forward-looking Statements

The statements  contained or  incorporated by reference in this Form 8-K contain
"forward-looking statements" (within the meaning of the federal securities laws)
which  represent  the Company's  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
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 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;  we may be unable to
realize  some of the  expected  benefits of the  acquisition  of Amsbra and Bear
Factory  including making these operations  profitable;  we do not know what the
outcome of the strategic  alternatives  evaluation  process discussed above will
be; customer traffic may decrease in the shopping malls where we are located, on
which we depend to attract guests to our stores; general economic conditions may


deteriorate,  which could lead to disproportionately reduced consumer demand for
our products,  which represent  relatively  discretionary  spending;  our market
share could be adversely  affected by a  significant,  or  increased,  number of
competitors;  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;  high petroleum  products  prices could
increase  our  inventory   transportation   costs  and   adversely   affect  our
profitability;  we may be unable to realize the  anticipated  benefits  from our
company-owned  distribution  center;  fluctuations  in our quarterly  results of
operations could cause the price of our common stock to  substantially  decline;
we may fail to renew,  register or  otherwise  protect our  trademarks  or other
intellectual  property;  we may have disputes with, or be sued by, third parties
for infringement or  misappropriation  of their  proprietary  rights;  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; we may suffer negative publicity or be sued due to violations of
labor laws or unethical  practices by manufacturers  of our merchandise;  and we
may  improperly  obtain or be unable to protect  information  from our guests in
violation  of  privacy  or  security  laws  or  expectations.  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 SEC,  including  as described in the  Company's
annual  report on Form 10-K for the fiscal year ended  December  30,  2006.  The
Company  undertakes  no  obligation  to update or revise  any  forward-  looking
statements to reflect  subsequent events or circumstances  even if experience or
future  changes make it clear that any  projected  results  expressed or implied
therein will not be realized.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number  Description of Exhibit
--------------  ----------------------
    99.1        Press Release dated June 28, 2007



     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.

                                        BUILD-A-BEAR WORKSHOP, INC.

Date: June 28, 2007                     By: /s/ Tina Klocke
                                            Name:  Tina Klocke
                                            Title: Chief Financial Bear,
                                                   Secretary and Treasurer


                                  EXHIBIT INDEX

Exhibit Number  Description of Exhibit
--------------  ----------------------
    99.1        Press Release dated June 28, 2007