U.S. Securities and Exchange Commission

Washington, D.C. 20549

______________

Form 10-K/A

Amendment No. 1

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark one)

[ X ]  Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934         

         For the fiscal year ended June 30, 2004.

[    ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934        

         For the transition period from _______________ to _______________.

Commission file number 1-12580.

THE VERMONT TEDDY BEAR CO., INC.

(Exact Name of Registrant as Specified in its Charter)

New York					03-0291679

(State or other jurisdiction                                                        	 (I.R.S. Employer
                     of incorporation or organization)                                                    		Identification No.)

6655 Shelburne Road, Post Office Box 965

Shelburne, Vermont 05482

 (Address of principal executive offices)

Registrant's telephone number, including area code: (802) 985-3001

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:	Name of each exchange on which registered
Common Stock, par value $.05 per share				NASDAQ Smallcap Market  

	

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, per value $.05 per share   

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X ;  No    .
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K contained is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2) Yes    ; No X .
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the average high and low prices of such stock on December 31, 2003, as reported on NASDAQ, was $ 10,161,490.

As of September 28, 2004, there were 8,179,935 shares of the issuer's common stock issued and 5,007,649 shares outstanding.****
Documents Incorporated By Reference

The following documents, in whole or in part, are specifically incorporated by reference in the indicated part of this Annual Report on Form 10-K/A:

Form 10 K filed with the Securities and Exchange Commission on September 28, 2004 (file number 033-84586).

Proxy Statement for 2004 Annual Meeting of the issuer's stockholders: Part III, Items 10, 11, 12 , 13 and 14.
**EXPLANATORY NOTE**
This amendment to the Annual Report on Form 10-K/A for the fiscal year ended June 30, 2004 of The Vermont Teddy Bear Co., Inc. ("the Company") is being filed to amend the title of Exhibit 23.1.  The title of Exhibit 23.1 as filed with the Company's Annual Report on Form 10-K was "Independent Auditors' Consent".    The title of the amended Exhibit 23.1 filed with this Form 10-K/A is "Consent of Independent Registered Public Accounting Firm."

 

 
**PART IV
**Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K**Documents to be included in this report
- Financial Statement Schedules filed with the Securities and Exchange Commission in Part IV, Item 15 of Form 10-K dated September 28, 2004 are incorporated herein by reference.
- Exhibits filed with the Securities and Exchange Commission in Part IV, Item 15 of Form 10-K dated September 28, 2004 are incorporated herein by reference.

(3)	Reports filed on Form 8-K listed in Part IV, Item 15 of Form 10-K dated September 28, 2004 are incorporated herein by reference. 

		

	
**(b)	Exhibits**
23.1	Consent of Deloitte & Touche, LLP dated September 28, 2004 (filed herein)

31.1	Certifications pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 by Elisabeth B. Robert, President, Chief Executive Officer, Treasurer and Chief Financial Officer and Mark J. Sleeper, Chief Accounting Officer and Secretary (filed herein). 

32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Elisabeth B. Robert, President, Chief Executive Officer, Treasurer and Chief Financial Officer and Mark J. Sleeper, Chief Accounting Officer and Secretary (filed herein).

 

 

 

 

Signatures

	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	

					THE VERMONT TEDDY BEAR CO., INC.

Dated:  September 29, 2004	By:	/s/ Elisabeth B. Robert                        ,                                                                      
					Elisabeth B. Robert, President

 

	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.

 

Dated: September 29, 2004	By:	/s/ Jason Bacon	,
					Jason Bacon, Director

Dated: September 29, 2004	By:	/s/ Maxine Brandenburg	,
					Maxine Brandenburg, Director

Dated: September 29, 2004	By:	/s/ Nancy Rowden Brock	,
					Nancy Rowden Brock, Director

Dated: September 29, 2004	By:	/s/ Frederick M. Fritz	,
					Frederick M. Fritz, Director

Dated: September 29, 2004	By:	/s/ Fred Marks	, 
				         Fred Marks, Director and Chairman of the board

					

Dated: September 29, 2004	By:	 /s/ Spencer C. Putnam	,
					Spencer C. Putnam, Director

							

Dated: September 29, 2004	By:	/s/  Elisabeth B. Robert	,      
					Elisabeth B. Robert, Director, 

					President, Treasurer, 

					Chief Executive Officer and Chief

					Financial Officer

Dated: September 29, 2004	By:	/s/ Thomas R. Shepherd	,
					Thomas R. Shepherd, Director

Dated: September 29, 2004 	By:	/s/ Andrew Williams	,
					Andrew Williams, Director**