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                                                                     EXHIBIT 3.3


                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           BUILD-A-BEAR WORKSHOP, INC.


                  It is hereby certified that:

         1. The present name of the corporation (herein called the
"Corporation") is BUILD-A-BEAR WORKSHOP, INC., which is the name under which the
Corporation was originally incorporated; and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
Delaware is March 31, 2000. The Corporation filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of Delaware on
September 21, 2001.

         2. The Restated Certificate of Incorporation of the Corporation, as
heretofore amended and/or supplemented, is hereby amended in its entirety as set
forth in the Second Amended and Restated Certificate of Incorporation of
Build-A-Bear Workshop, Inc., as provided for herein.

         3. The Second Amended and Restated Certificate of Incorporation has
been duly adopted by the stockholders in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.

         4. The Certificate of Incorporation of the Corporation shall at the
effective time of this Second Amended and Restated Certificate of Incorporation,
read as set forth on EXHIBIT A hereto.

                  IN WITNESS WHEREOF, said Build-A-Bear Workshop, Inc., has
caused this certificate to be signed by Maxine Clark, its Chief Executive
Officer, this ____ day of _____________, 2004.


                                              BUILD-A-BEAR WORKSHOP, INC.

                                              By:
                                                  ------------------------------
                                              Name:  Maxine Clark
                                              Title: Chief Executive Officer



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                                                                       EXHIBIT A

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           BUILD-A-BEAR WORKSHOP, INC.


                                  ARTICLE FIRST

         The name of the Corporation is Build-A-Bear Workshop, Inc.

                                 ARTICLE SECOND

         The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange St., Wilmington, Delaware 19801. The name and address of
its registered agent is The Corporation Trust Company, 1209 Orange St.,
Wilmington, Delaware 19801.

                                  ARTICLE THIRD

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                 ARTICLE FOURTH

         1. AUTHORIZED STOCK. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 65,000,000 shares,
consisting of (i) 50,000,000 shares of Common Stock, par value $.001 per share
(the "Common Stock") and (ii) 15,000,000 shares of Preferred Stock, par value
$.001 per share (the "Preferred Stock").

         2. COMMON STOCK. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of the Common Stock are as
follows:

                  (a) NO CUMULATIVE VOTING. The holders of shares of Common
Stock shall not have cumulative voting rights.

                  (b) DIVIDENDS; STOCK SPLITS. Subject to the rights of the
holders of Preferred Stock, and subject to any other provisions of this Second
Amended and Restated Certificate of Incorporation, as it may be amended from
time to time, the holders of Common Stock shall be entitled to receive such
dividends and other distributions in cash, stock or property of the Corporation
when, as and if declared thereon by the Board of Directors from time to time out
of assets or funds of the Corporation legally available therefor.

                  (c) LIQUIDATION, DISSOLUTION, ETC. In the event of any
liquidation, dissolution or winding up (either voluntary or involuntary) of the
Corporation, the holders of shares of Common Stock shall be entitled to receive
the assets and funds of the Corporation available for distribution after
payments to creditors and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in proportion to the number of
shares held by



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them, respectively. For purposes of this paragraph 2(c), the voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities,
or other consideration) of all or substantially all of the assets of the
Corporation or a consolidation or merger of the Corporation with one or more
other corporations or other persons (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.

                  (d) MERGER, ETC. In the event of a merger or consolidation of
the Corporation with or into another entity (whether or not the Corporation is
the surviving entity), the holders of each share of Common Stock shall be
entitled to receive the same per share consideration on a per share basis.

                  (e) VOTING. At every meeting of the stockholders of the
Corporation in connection with the election of directors and all other matters
submitted to a vote of stockholders, every holder of Common Stock is entitled to
one vote in person or by proxy for each share of Common Stock registered in the
name of the holder on the transfer books of the Corporation. Except as otherwise
required by law, the holders of Common Stock shall vote together as a single
class, subject to any right that may be conferred upon holders of Preferred
Stock to vote together with holders of Common Stock on all matters submitted to
a vote of stockholders of the Corporation.

                  (f) NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No holder of shares
of Common Stock shall be entitled to preemptive or subscription rights.

         3. PREFERRED STOCK.

                  (a) The Preferred Stock may be issued from time to time in one
or more classes or series. The Board of Directors is hereby authorized to
provide for the issuance of shares of Preferred Stock in a class or series and,
by filing a certificate pursuant to the applicable law of the State of Delaware
(a "Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such class or series, and to fix the designation,
powers, preferences and rights of the shares of each such class or series and
the qualifications, limitations and restrictions thereof. The authority of the
Board of Directors with respect to each class or series shall include, but not
be limited to, determination of the following:

                           (i) The designation of the class or series, which may
be by distinguishing number, letter or title;

                           (ii) The number of shares of the series, which number
the Board of Directors may thereafter (except where otherwise provided in the
Preferred Stock Designation) increase or decrease (but not below the number of
shares thereof then outstanding);

                           (iii) Whether dividends, if any, shall be cumulative
or noncumulative and the dividend rate of the class or series;

                           (iv) The dates on which dividends, if any, shall be
payable;




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                           (v) The redemption rights and price or prices, if
any, for shares of the class or series;

                           (vi) The terms and amount of any sinking fund
provided for the purchase or redemption of shares of the class or series;

                           (vii) The amounts payable on, and the preferences, if
any, of, shares of the class or series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;

                           (viii) Whether the shares of the class or series
shall be convertible into shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series of such other security, the
conversion price or prices or rate or rates, any adjustments thereof, the date
or dates at which such shares shall be convertible and all other terms and
conditions upon which such conversion may be made;

                           (ix) Restrictions on the issuance of shares of the
same class or series or of any other class or series; and

                           (x) The voting rights, if any, of the holders of
shares of the class or series.

                  (b) The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares then outstanding) by
the affirmative vote of the holders of a majority of the voting power of Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the terms of
the applicable Preferred Stock Designation.

                  (c) The Corporation shall be entitled to treat the person in
whose name any share of its stock is registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided in this
Second Amended and Restated Certificate of Incorporation or by applicable law.

         4. POWER TO SELL AND PURCHASE SHARES. Subject to the requirements of
applicable law, the Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock hereon or hereafter authorized to
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not greater consideration
could be received upon the issue or sale of the same number of shares of another
class, and as otherwise permitted by law. Subject to the requirements of
applicable law, the Corporation shall have the power to purchase any shares of
any class of stock herein or hereafter authorized from such persons, and for
such consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon the
purchase of the same number of shares of another class, and as otherwise
permitted by law.




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                                  ARTICLE FIFTH

         For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

         1. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The number of directors which
shall constitute the whole Board of Directors shall be fixed by the Board of
Directors in the manner provided in the Bylaws.

         2. The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock issued by the Corporation, shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The initial
division of the Board of Directors into classes shall be made by the decision of
the Board of Directors. The term of the initial Class I directors shall
terminate on the date of the annual meeting next following December 31, 2004;
the term of the initial Class II directors shall terminate on the date of the
annual meeting next following December 31, 2005; and the term of the initial
Class III directors shall terminate on the date of the annual meeting next
following December 31, 2006. At each succeeding annual meeting of stockholders
beginning in 2005, successors to the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director.

         3. A director shall hold office until the annual meeting for the year
in which his or her term expires or until his or her successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

         4. Subject to applicable law and the terms of any one or more classes
or series of Preferred Stock, any vacancy on the Board of Directors that results
from an increase in the number of directors or resulting from the death,
resignation, removal from office or any other cause may be filled by a majority
of the Board of Directors then in office, although less than a quorum, or by a
sole remaining director, and not by the stockholders. Any director of any class
elected to fill a vacancy resulting from an increase in the number of directors
of such class shall hold office for a term that shall coincide with the
remaining term of that class. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor. Subject to applicable law and the
rights, if any, of the holders of shares of Preferred Stock then outstanding,
any or all of the directors of the Corporation may be removed from office at any
time by the stockholders only for cause and only by the affirmative vote of a
majority of the voting power of all of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors. A director




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may not be removed by the stockholders at a meeting unless the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is the
removal of the director. Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of Preferred Stock issued by the Corporation
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of this Second Amended and Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article Fifth unless expressly provided otherwise by
such terms.

         5. The Board of Directors may from time to time adopt, amend or repeal
Bylaws; provided, however, that the stockholders may amend or repeal any Bylaw
or Bylaws adopted by the Board of Directors, or adopt a new Bylaw or Bylaws, in
either case by the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then outstanding shares of the capital
stock of the Corporation, voting together as a single class; and, provided,
further, however, that in the case of any such stockholder action at a special
meeting of stockholders, notice of the proposed adoption, amendment or repeal of
the new Bylaw or Bylaws must be contained in the notice of such special meeting.

         6. The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.

         7. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.

         8. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the Delaware
General Corporation Law, this Second Amended and Restated Certificate of
Incorporation, and any Bylaws adopted by the stockholders; provided, however,
that no Bylaws hereafter adopted by the stockholders shall invalidate any prior
act of the directors which would have been valid if such Bylaws had not been
adopted.

                                  ARTICLE SIXTH

         1. LIMITATION OF LIABILITY. To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

         2. INDEMNIFICATION. The Corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action,
suit or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer, employee or agent of the Corporation, or any
predecessor of the Corporation, or serves or served at any other enterprise as a
director,



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officer, employee or agent at the request of the Corporation or any predecessor
to the Corporation.

         3. AMENDMENTS. Neither any amendment nor repeal of this Article Sixth,
nor the adoption of any provision of the Corporation's Certificate of
Incorporation inconsistent with this Article Sixth, shall eliminate or reduce
the effect of this Article Sixth, in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article Sixth,
would accrue or arise, prior to such amendment, repeal, or adoption of an
inconsistent provision.

                                 ARTICLE SEVENTH

         Unless otherwise required by law, special meetings of stockholders, for
any purpose or purposes may be called by (i) the chairperson of the Board of
Directors, if there be one, (ii) the chief executive officer, (iii) the
president, or (iv) the Board of Directors. The ability of the stockholders to
call a special meeting is hereby specifically denied.

                                 ARTICLE EIGHTH

         Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation, and the ability of the stockholders to consent
in writing to the taking of any action is hereby specifically denied, provided,
however, that the holders of Preferred Stock may act by written consent to the
extent expressly provided in the applicable Preferred Stock Designation
authorizing the issuance of particular series of Preferred Stock pursuant to
Article Fourth of this Second Amended and Restated Certificate of Incorporation.

                                  ARTICLE NINTH

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE TENTH

         The Corporation is to have perpetual existence.

                                ARTICLE ELEVENTH

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Second Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by this Second Amended
and Restated Certificate of Incorporation, the Corporation's Bylaws or by
statute, and all rights conferred upon the stockholders herein are granted
subject to this right; provided, however, that notwithstanding any other
provision of this Second Amended and Restated Certificate of Incorporation (and
in addition to any other vote that may be required by law), the affirmative vote
of the holders of at least eighty percent (80%) of the voting power of all of
the then outstanding shares of the capital stock of the Corporation, voting
together as a single class, shall be required to amend, alter, change or repeal,
or to adopt any provisions as part of this Second Amended and Restated
Certificate of Incorporation inconsistent with the purposes and intent of
Article Fifth, Article Sixth, Article Seventh, Article Eighth and this Article
Eleventh.




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