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) October 20, 2005

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


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


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


                                 (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 October 20, 2005, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing, among other things, total revenue, net income, net
retail sales, gross margin and diluted earnings per share for the third quarter
of fiscal 2005. The press release also included expected earnings and diluted
earnings per share for the full year of fiscal 2005. 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.


Item 9.01    Financial Statements and Exhibits.
----------------------------------------------

(d)  Exhibits

Exhibit Number       Description of Exhibit
--------------       ----------------------

99.1                 Press Release dated October 20, 2005




                                       2



                                   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.

                                         BUILD-A-BEAR WORKSHOP, INC.



Date: October 20, 2005                   By:   /s/ Tina Klocke
                                               ---------------------------------
                                         Name: Tina Klocke
                                         Title: Chief Financial Bear, Secretary
                                                and Treasurer




                                       3



                                  EXHIBIT INDEX


Exhibit Number       Description of Exhibit
--------------       ----------------------

99.1                 Press Release dated October 20, 2005




                                       4