FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS
                       TRUST COMPANIES AND OTHER NOMINEES

                                                                EXHIBIT (a)(1)-D


                        THE VERMONT TEDDY BEAR CO., INC.
                        Offer To Purchase For Cash Up To
                      3,000,000 Shares of its Common Stock

                THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
            EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 27, 2002,
                          UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks,
         Trust Companies and Other Nominees:

         The Vermont Teddy Bear Co., Inc., a New York corporation (the
"Company"), is offering to purchase for cash up to 3,000,000 shares of its
common stock, $0.05 par value per share, at a per share purchase price of $3.50
per share, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase, dated August 21, 2002, and in the related Letter of
Transmittal, which together constitute the "offer."

         Upon the terms and subject to the conditions of the offer, if, at the
expiration of the offer, more than 3,000,000 shares are validly tendered and not
withdrawn, the Company will buy shares on a pro rata basis, from all
shareholders who properly tender their shares and do not withdraw them prior to
the expiration of the offer. See Sections 1 and 2 of the Offer to Purchase. All
shares not purchased pursuant to the offer, including shares not purchased
because of proration, will be returned to the tendering shareholders at the
Company's expense as promptly as practicable following the expiration date.

         THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED PURSUANT TO THE OFFER. SEE SECTION 5 OF THE OFFER TO PURCHASE.

         No fees or commissions will be payable to brokers, dealers or any
person for soliciting tenders of shares pursuant to the offer. The Company will,
upon request, reimburse brokers and banks for reasonable and customary handling
and mailing expenses incurred by them in forwarding materials relating to the
offer to their customers. The Company will pay all stock transfer taxes
applicable to its purchase of shares pursuant to the offer, subject to
instruction 6 of the letter of transmittal.

         No broker, dealer, bank, trust company or fiduciary shall be deemed to
be the agent of the Company, other than Continental Stock Transfer & Trust
Company as "depositary" for purposes of the offer.



         For your information and for forwarding to your clients for whom you
hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:

         1. Offer to purchase, dated August 21, 2002;

         2. A letter to the shareholders of the Company dated August 21, 2002
from Elisabeth B. Robert, President and Chief Executive Officer of the Company;

         3. Letter to clients which may be sent to your clients for whose
accounts you hold shares registered in your name or in the name of your nominee,
with space provided for obtaining the clients' instructions with regard to the
offer;

         4. Letter of transmittal for your use and for the information of your
clients, together with an accompanying Form W-9; and

         5. The Notice of Guaranteed Delivery to be used to accept the offer and
tender shares pursuant to the offer if none of the procedures for tendering
shares set forth in the offer to purchase can be completed on a timely basis.

         WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON SEPTEMBER 27, 2002, UNLESS THE OFFER IS EXTENDED.

         In order to take advantage of the offer, a duly executed and properly
completed letter of transmittal and any other required documents should be sent
to the depositary with either certificate(s) representing the tendered shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the letter of transmittal and the offer to purchase.

         Any inquiries you may have with respect to the offer should be
addressed to the depositary at the addresses and telephone numbers set forth on
the letter of transmittal.

         Additional copies of the enclosed material may be obtained from D.F.
King & Co., Inc. at telephone: (212) 269-5550.

                                         Very truly yours,

                                         THE VERMONT TEDDY BEAR CO., INC.

Enclosures



NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF VERMONT TEDDY BEAR CO., INC. OR ANY OF ITS
AFFILIATES OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.