EXHIBIT 3.2

BY-LAWS

BUILD-A-BEAR WORKSHOP, INC.

APRIL 3, 2000

BY-LAWS
OF
BUILD-A-BEAR WORKSHOP, INC.

TABLE OF CONTENTS

Page

ARTICLE I Stockholders 1
Section 1.1. Annual Meetings..........................................................................1
Section 1.2. Special Meetings.........................................................................1
Section 1.3. Notice of Meetings.......................................................................1
Section 1.4. Adjournments.............................................................................1
Section 1.5. Quorum...................................................................................1
Section 1.6. Organization.............................................................................2
Section 1.7. Voting; Proxies..........................................................................2
Section 1.8. Fixing Date for Determination of Stockholders of Record..................................2
Section 1.9. List of Stockholders Entitled to Vote....................................................3
Section 1.10. Consent of Stockholders in Lieu of Meeting...............................................3

ARTICLE II Board of Directors 3
Section 2.1. Powers; Number; Qualifications...........................................................3
Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies................................3
Section 2.3. Regular Meetings.........................................................................4
Section 2.4. Special Meetings.........................................................................4
Section 2.5. Telephonic Meetings Permitted............................................................4
Section 2.6. Quorum; Vote Required for Action.........................................................4
Section 2.7. Organization.............................................................................4
Section 2.8. Informal Action by Directors.............................................................4

ARTICLE III Committees.........................................................................................5
Section 3.1. Committees...............................................................................5
Section 3.2. Committee Rules..........................................................................5

ARTICLE IV Officers............................................................................................5
Section 4.1. Officers; Election; Qualification; Term of Office; Resignation;
Removal; Vacancies................................................................5
Section 4.2. Powers and Duties of Executive Officers..................................................6

ARTICLE V Stock................................................................................................6
Section 5.1. Certificates.............................................................................6
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates.............................................................................6

ARTICLE VI Miscellaneous.......................................................................................6
Section 6.1. Fiscal Year..............................................................................6
Section 6.2. Seal.....................................................................................7
Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees...............................................................................7
Section 6.4. Interested Directors; Quorum.............................................................7
Section 6.5. Form of Records..........................................................................7
Section 6.6. Amendment of By-Laws.....................................................................7

ARTICLE VII Indemnification....................................................................................8
Section 7.1. Indemnity................................................................................8
Section 7.2. Voluntary Intervention...................................................................8
Section 7.3. Insurance................................................................................8
Section 7.4. By-laws..................................................................................9

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meetings. An annual meeting of
stockholders shall be held for the election of directors at such date, time and
place either within or without the State of Delaware as may be designated by the
Board of Directors from time to time. Stockholders may act by written consent to
elect directors; provided, however, that, if such consent is less than
unanimous, such action by written consent may be in lieu of holding an annual
meeting only if all of the directorships to which directors could be elected at
an annual meeting held at the effective time of such action are vacant and are
filled by such action. Any other proper business may be transacted at the annual
meeting.

Section 1.2. Special Meetings. Special meetings of
stockholders may be called at any time by the Chairman of the Board, if any, the
Vice Chairman of the Board, if any, the President or the Board of Directors, to
be held at such date, time and place either within or without the State of
Delaware as may be stated in the notice of the meeting.

Section 1.3. Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. At each meeting of stockholders, except
where otherwise provided by law or the certificate of incorporation or these
by-laws, the holders of a majority of the outstanding shares of each of (i) the
common stock and (ii) all series and classes preferred stock entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum. For purposes of the foregoing, two or more classes or series of stock
shall be considered a single class if the holders thereof are entitled to vote
together as a single class at the meeting. In the absence of a quorum, the
stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided by Section 1.4 of these by-laws until a quorum shall
attend. Shares of its own capital stock belonging on the record date for the
meeting

to the Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in her or his absence by
the Vice Chairman of the Board, if any, or in her or his absence by the
President, or in her absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. The Secretary
shall act as secretary of the meeting, but in her or his absence the chairman of
the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation or the Stockholders' Agreement, each stockholder
entitled to vote at any meeting of stockholders shall be entitled to one vote
for each share of stock held by him which has voting power upon the matter in
question. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors unless the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at such meeting shall so determine. At all meetings of stockholders for
the election of directors, a plurality of the votes cast shall be sufficient to
elect. All other elections and questions shall, unless otherwise provided by law
or by the certificate of incorporation or these by-laws, be decided by the vote
of the holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or by proxy at the meeting, provided
that (except as otherwise required by law or by the certificate of
incorporation) the Board of Directors may require a larger vote upon any
election or question.

Section 1.8. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on

which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written consent is expressed; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

Section 1.10. Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the certificate of incorporation, any action
required by law to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by the Board of Directors, except as
may be otherwise provided by law or in the certificate of incorporation. The
Board shall consist of one or more members, the number thereof to be determined
from time to time by the Board. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of
stockholders next succeeding his election and until his successor is elected and
qualified or until his earlier resignation or removal. Any director may resign
at any time upon written notice to the Board of Directors or to the President

or the Secretary of the Corporation. Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein no acceptance of
such resignation shall be necessary to make it effective. Unless otherwise
provided in the certificate of incorporation or these by-laws, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors or from any other cause may be filled by a majority of the
directors then in office, although less than a quorum, or by the sole remaining
director.

Section 2.3. Regular Meetings. Regular meetings of the Board
of Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined and forty-eight hours (48) notice thereof shall be given.

Section 2.4. Special Meetings. Special meetings of the Board
of Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, if any, by the President
or by any two directors. Reasonable notice thereof shall be given by the person
or persons calling the meeting, but in no event shall such notice be less than 5
days.

Section 2.5. Telephonic Meetings Permitted. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings
of the Board of Directors a majority of the entire Board shall constitute a
quorum for the transaction of business. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
unless the certificate of incorporation, these by-laws or the Stockholders'
Agreement by and among the Company and certain stockholders of the Corporation
party thereto, dated April 3, 2000, shall require a vote of a greater number. In
case at any meeting of the Board a quorum shall not be present, the members of
the Board present may adjourn the meeting from time to time until a quorum shall
attend.

Section 2.7. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or in his absence
by the Vice Chairman of the Board, if any, or in his absence by the President,
or in their absence by a chairman chosen at the meeting. The Secretary shall act
as secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

Section 2.8. Informal Action by Directors. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

ARTICLE III

COMMITTEES

Section 3.1. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. The by-laws may provide that in the
absence or disqualification of a member of a committee, the member or members
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the corporation, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to the
following matter: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by these by-laws to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any by-law of the Corporation.

Section 3.2. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board may make, alter and
repeal rules for the conduct of its business. In the absence of a provision by
the Board or a provision in the rules of such committee to the contrary, a
majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of a majority of
the members present at a meeting at the time of such vote if a quorum is then
present shall be the act of such committee, and in other respects each committee
shall conduct its business in the same manner as the Board conducts its business
pursuant to Article II of these by-laws.

ARTICLE IV

OFFICERS

Section 4.1. Officers; Election; Term of Office; Resignation.
The Board of Directors shall elect a Chief Executive Officer, President and a
Secretary, and it may, if it so determines, elect from among its members a
Chairman of the Board and a Vice Chairman of the Board. The chief executive
officer shall have general and active management of the affairs of the
Corporation. In the absence of the chairman of the board and any vice chairmen,
the Chief Executive Officer shall preside at all meetings of the shareholders
and directors at which he/she is present. If no officer has been expressly
designated as Chief Executive Officer by the Board, the President shall be Chief
Executive Officer of the Corporation. The Board may also elect a Chief Financial
Officer and/or Chief Operating Officer, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and
one or more Assistant Treasurers and may give any of them such further
designations or alternate titles as it considers desirable. Such described
officers may also have such titles as "Chief Executive Bear" "Chief Financial
Bear" or similar titles in keeping with the culture of the Company. Each such
officer shall hold office until his successor is elected and qualified or until
his earlier resignation or removal. Any officer may resign at any time upon
written notice to the Board or to the Chief Executive Officer. Such resignation
shall take effect at the time specified therein, and unless otherwise specified
therein no acceptance of

such resignation shall be necessary to make it effective. The Board may remove
any officer with or without cause at any time. Any such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election or appointment of an officer shall not of itself
create contractual rights. Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board at any regular or special meeting.

Section 4.2. Powers and Duties of Executive Officers. The
officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed by the Board of Directors and, to the
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board. The Board may require any officer, agent or
employee to give security for the faithful performance of his duties.

ARTICLE V

STOCK

Section 5.1. Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman or Vice Chairman of the Board of Directors, if
any or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. If such
certificate is manually signed by one officer or manually countersigned by a
transfer agent or by a registrar, any other signature on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

ARTICLE VI

MISCELLANEOUS

Section 6.1. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in
such form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or
under any provision of the certificate of incorporation or these by-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.

Section 6.4. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.

Section 6.5. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

Section 6.6. Amendment of By-Laws. These by-laws may be
altered or repealed, and new by-laws made, by the Board of Directors, but the
stockholders may make additional by-laws and may alter or repeal any by-law
whether or not adopted by them.

ARTICLE VII

INDEMNIFICATION

Section 7.1. Indemnity. Every person who was or is a party or
is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person or a person of whom such
person is a legal representative is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation or for its
benefit as a director, officer, employee or agent of any other corporation, or
as the representative of the Corporation in a partnership, joint venture, trust
or other entity, shall be indemnified and held harmless by the Corporation to
the fullest extent legally permissible under the General Corporation Law, as
amended from time to time, against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably paid or incurred by such person in connection therewith.
Such right of indemnification shall be a contract right that may be enforced in
any manner desired by such person. Such right of indemnification shall include
the right to be paid by the Corporation the expenses incurred in defending any
such action, suit or proceeding in advance of its final disposition upon receipt
of an undertaking by or on behalf of such person to repay such amount if
ultimately it should be determined that such person is not entitled to be
indemnified by the Corporation under the General Corporation Law of the State of
Delaware. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under the Certificate of
Incorporation of the Corporation or any agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article VII.
Any person or persons who, pursuant to any provisions of the Certificate of
Incorporation of the Corporation, exercises or performs any of the powers or
duties conferred or imposed upon a director of the Corporation, shall be
entitled to the indemnification rights set forth in this Article VII.

Section 7.2. Voluntary Intervention. Notwithstanding anything
in this Article VII to the contrary, no person shall be indemnified in respect
of any claim, action, suit or proceeding initiated by any such person or in
which any such person has voluntarily intervened, other than an action initiated
by such person to enforce indemnification rights hereunder or an action
initiated with the approval of a majority of the Board of Directors.

Section 7.3. Insurance. The Board of Directors may cause the
Corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation or for its benefit as a director,
officer, employee or agent of any other corporation, or as the representative of
the Corporation in a partnership, joint venture, trust or other entity, against
any expense, liability or loss asserted against or incurred by any such person
in any such capacity or arising out of such status, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss.

Section 7.4. By-laws. The Board of Directors may adopt further
By-laws from time to time with respect to indemnification and may amend these
and such further By-laws to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Delaware, as amended
from time to time.