UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended January 2, 2010

OR



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number:
001-32320





BUILD-A-BEAR WORKSHOP, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 43-1883836                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|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)





Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of Each Class                     |  | Name of Each Exchange on Which
Registered
|Common Stock, par value $0.01 per share |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.     ̈  Yes    x  No

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
of 1934 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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ̈  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈    Accelerated filer  x    Non-accelerated
filer   ̈    Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ̈  Yes    x  No

There is no non-voting common equity. The aggregate market value of the common stock held by nonaffiliates (based upon the closing price of $4.28 for the shares on the New York Stock Exchange on July 2, 2009) was $73,328,996 as of
July 4, 2009.

As of March 15, 2010, there were 20,225,390 issued and outstanding shares of the registrants common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Proxy Statement for its May 13, 2010 Annual Meeting are incorporated herein by reference.









---

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended
January 2, 2010, originally filed on March 18, 2010 (the Original 10-K), of Build-A-Bear Workshop, Inc., a Delaware corporation (the Company). We are filing this Amendment to amend Item 15 to include the
separate financial statements of Ridemakerz L.L.C. (Ridemakerz) for its fiscal year ended January 2, 2010 as required by Regulation S-X Rule 3-09.

This Amendment is being filed solely to include the separate financial statements of Ridemakerz as provided in exhibit 99.1 attached hereto. In addition, in connection with the filing of this Amendment
and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and the principal financial officer of the Company are attached as exhibits hereto.

Item 15 is the only portion of the Original 10-K being supplemented or amended by this Form 10-K/A. Except as described above, this
Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date. Accordingly, the Form 10-K/A
should be read in connection with the Companys filings with the SEC subsequent to the filing to the Original 10-K.

Part IV



|Item 15. | Exhibits and Financial Schedules
|-------- | --------------------------------

Item 15 of the Original 10-K is amended by the addition of the following schedules:



|              |  |                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                             
|23.2          |  | Consent of KPMG LLP                                                                                                                     
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Bear)
|              | 
|32.1          |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)            
|              | 
|32.2          |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Bear)            
|              | 
|99.1          |  | Financial Statements of Ridemakerz, L.L.C.                                                                                              



---

SIGNATURE

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



|                    |  |  |  |     |  |                             |  |                                                               
|------------------- |  |  |  | --- |  | --------------------------- |  | --------------------------------------------------------------
|                    |  |  |  |     |  | BUILD-A-BEAR WORKSHOP, INC.
|                    |  |  |  |     |  | (Registrant)               
|                    |  |  | 
|Date: April 2, 2010 |  |  |  | By: |  | /s/ Maxine Clark           
|                    |  |  |  |     |  |                             |  | Maxine Clark                                                  
|                    |  |  |  |     |  |                             |  | Chief Executive Bear                                          
|                    |  |  |  |    
|                    |  |  |  |     |  | By:                         |  | /s/ Tina Klocke                                               
|                    |  |  |  |     |  |                             |  | Tina Klocke                                                   
|                    |  |  |  |     |  |                             |  | Chief Operations and Financial Bear, Treasurer and   Secretary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Amendment has been signed by the following persons on behalf of the Registrant and in the capacities
indicated, as of April 2, 2010.



|                              |  |                                                                                                           |  |              
|----------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | -------------
|Signatures                    |  | Title                                                                                                     |  | Date         
|                              |  |                                                                                                          
|* Mary Lou Fiala              |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* James M. Gould              |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* Louis M. Mucci              |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* William Reisler             |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* Coleman Peterson            |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* Joan Ryan                   |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|* Katherine Savitt            |  | Director                                                                                                  |  | April 2, 2010
|                              |  |                                                                                                          
|/s/ Maxine Clark Maxine Clark |  | Chief Executive Bear and Chairman of the Board (Principal Executive Officer)                              |  | April 2, 2010
|                              |  |                                                                                                          
|/s/ Tina Klocke Tina Klocke   |  | Chief Operations and Financial Bear, Treasurer and Secretary (Principal Financial and Accounting Officer) |  | April 2, 2010



|     |  |                              
|---- |  | -----------------------------
|     | 
|*By: |  | /s/ Tina Klocke              
|     |  | Tina Klocke, Attorney-in-Fact



---

EXHIBITS FILED HEREWITH



|              |  |                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                             
|23.2          |  | Consent of KPMG LLP                                                                                                                     
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Bear)
|              | 
|32.1          |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)            
|              | 
|32.2          |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Bear)            
|              | 
|99.1          |  | Financial Statements of Ridemakerz, L.L.C.