SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549
	            
FORM S-8
Registration Statement
Under
The Securities Act Of 1933
The Vermont Teddy Bear Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
03-0291679
(I.R.S. Employer Identification No.)
6655 Shelburne Road, P.O. Box 965, Shelburne, Vermont  05482
(Address of Principal Executive Offices)

The Vermont Teddy Bear Co., Inc. 1993 Incentive Stock Option Plan
(Full Title of the Plan)

Spencer C. Putnam
The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, Vermont  05482
(Name and Address of Agent For Service)

(802) 985-1303
Telephone Number, Including Area Code, of Agent For Service.


<TABLE>
CALCULATION OF 
REGISTRATION FEE

<S>					<C>
Title of Securities           Common Stock
to be Registered

Amount To be                  1,800,000
Registered


Proposed Maximum              $1.2297
Offering Price Per
Share(1)

Proposed Maximum              $2,213,474.00 
Aggregate Offering
Price(1)

Amount of                     $615.35
Registration Fee



(1) Estimated solely for the purpose of calculating the registration fee.  The
fee was calculated pursuant to Rule 457(h) under the Securities Act of 1933 on
the basis of the exercise price at which the options may be exercised, to the
extent known, and the fair market value of the Common Stock as of March 12,
1999, for those shares for which the exercise price is not known. 

</TABLE>

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

The information specified by Item 1 of Part I of form S-8 is omitted 
from this filing in accordance with the provisions of Rule 428 under the 
Securities Act of 1933, as amended, and the introductory note to Part I of 
Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

The information specified by Item 2 of Part I of Form S-8 is omitted from this 
filing in accordance with the provisions of Rule 428 under the Securities Act 
of 1933, as amended, and the introductory note to Part I of Form S-8.

PART II
INFORMATION TO BE REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed (i) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a post-
effective amendment which indicates that all securities offered have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the date of 
filing of such documents.

(i)	The Company's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or (c) under the Securities act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the Company's latest fiscal year for which such 
statements have been filed.

(ii)	All other reports filed pursuant to Section 13(a) and 15(d) of 
the 1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (i) above.

(iii)	The description of the Company's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.

Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Officers and Directors.

Section 402(b) of the Business Corporation Law of the State of New York 
(the "BCL") provides that a certificate of incorporation may set forth a 
provision eliminating or limiting the personal liability of a director to the 
corporation or its shareholders for damages for any breach of duty in such 
capacity, provided that no such provision shall eliminate or limit the 
liability of any director: (i) for acts or omissions in bad faith or which 
involved intentional misconduct or a knowing violation of law, as established 
by a judgment or other final adjudication; (ii) for any transaction from which 
the director derived in fact a financial profit or other advantage to which he 
or she was not legally entitled, as established by a judgment or other final 
adjudication; (iii) for any violation of Section 719 of the BCL, as 
established by a judgment or other final adjudication, relating to prohibited 
dividends or distributions, the purchase or redemption of stock, asset 
distributions in dissolution and loans to directors; or (iv) for any act or 
omission occurring prior to the corporation's adoption of a provision 
permitted by Section 402(b) of the BCL. The Company's Restated Certificate of 
Incorporation includes such a provision.  Specifically, Section 6 of the 
Company's Restated Certificate of Incorporation provides as follows:

"(6)	No director of the corporation shall be personally liable to the 
corporation or its shareholders for damages for any breach of duty in such 
capacity; provided, however, that this provision shall not eliminate or limit 
the liability of any director: 

"(a)	For acts or omissions in bad faith or which involved 
intentional misconduct or a knowing violation of law, as 
established by a judgment or other final adjudication; 

"(b)	For any transaction from which the director derived in 
fact a financial profit or other advantage to which he or 
she was not legally entitled, as established by a judgment 
or other final adjudication; 

"(c)	For any violation of Section 719 of the Business 
Corporation Law, as established by a judgment or other final 
adjudication; or 

"(d)	For any act or omission occurring prior to the 
corporation's adoption of this provision."

The By-Laws of the Company provide for indemnification of the Company's 
directors, officers, employees and agents to the fullest extent permitted by 
the BCL.  Specifically, Article XI of the Company's Amended By-Laws provides 
as follows:	


"Except to the extent expressly prohibited by the New York Business 
Corporation Law, the Corporation may indemnify each person made or threatened 
to be made a party to any action or proceeding, whether civil or criminal, by 
reason of the fact that such person or such person's testator or intestate is 
or was a director, officer, incorporator, employee or agent of the 
Corporation, or serves or served at the request of the Corporation, any other 
corporation, partnership, joint venture, trust, employee benefit plan or other 
enterprise in any capacity, against judgments, fines, penalties, amounts paid 
in settlement and reasonable expenses, including attorneys' fees, incurred in 
connection with such action or proceeding, or any appeal therein; provided, 
however, that no such indemnification shall be made if a judgment or other 
final adjudication adverse to such person establishes that his or her acts 
were committed in bad faith or were the result of active and deliberate 
dishonesty and were material to the cause of action so adjudicated, or that he 
or she personally gained in fact a financial profit or other advantage to 
which he or she was not legally entitled, and provided further that no such 
indemnification shall be required with respect to any settlement or other non-
adjudicated disposition of any threatened or pending action or proceeding 
unless the Corporation has given its prior consent to such settlement or other 
disposition.

"The Corporation shall advance or promptly reimburse upon request any 
person entitled to indemnification hereunder for all expenses, including 
attorneys' fees, reasonably incurred in defending any action or proceeding in 
advance of the final disposition thereof upon receipt of an undertaking by or 
on behalf of such person to repay such amount if such person is ultimately 
found not to be entitled to indemnification or, where indemnification is 
granted, to the extent the expenses so advanced or reimbursed exceed the 
amount to which such person is entitled; provided, however, that such person 
shall cooperate in good faith with any request by the Corporation that common 
counsel be utilized by the parties to an action or proceeding who are 
similarly situated unless to do so would be inappropriate due to actual or 
potential differing interests between or among such parties.

"Nothing herein shall limit or affect any right of any person, otherwise 
than hereunder, to indemnification or expenses, including attorneys' fees, 
under any statute, rule, regulation, certificate of incorporation, by-law, 
insurance policy, contract or otherwise.

"Anything in these By-Laws to the contrary notwithstanding, no 
elimination of this By-Law, and no amendment of this By-Law adversely 
affecting the right of any person to indemnification or advancement of 
expenses hereunder shall be effective until the 60th day following notice to 
such person of such action, and no elimination of or amendment to this By-Law 
shall deprive any person of his or her rights hereunder arising out of alleged 
or actual occurrences, acts or failures to act prior to such 60th day.

"The Corporation shall not, except by elimination or amendment of this 
By-law in a manner consistent with the preceding paragraph, take any corporate 
action or enter into any agreement which prohibits, or otherwise limits the 
rights of any person to, indemnification in accordance with the provisions of 
this By-Law.  The indemnification of any person provided by this By-Law shall 
continue after such person has ceased to be a director, officer, incorporator, 
employee or agent of the Corporation and shall inure to the benefit of such 
person's heirs, executors, administrators and legal representatives.


"The Corporation is authorized to enter into agreements with any of its 
directors, officers, incorporators, employees or agents extending rights to 
indemnification and advancement of expenses to such person to the fullest 
extent permitted by applicable law, but the failure to enter into any such 
agreement shall not affect or limit the rights of such person pursuant to this 
By-Law, it being expressly recognized hereby that all directors, officers, 
incorporators, employees and agents of the Corporation, by serving as such 
after the adoption hereof, are acting in reliance hereon and that the 
Corporation is estopped to contend otherwise.

"In case any provision in this By-Law shall be determined at any time to 
be unenforceable in any respect, the other provisions shall not in any way be 
affected or impaired thereby, and the affected provision shall be given the 
fullest possible enforcement in the circumstances, it being the intention of 
the Corporation to afford indemnification and advancement of expenses to its 
directors, officers, incorporators, employees or agents acting in such 
capacities or in the other capacities mentioned herein, to the fullest extent 
permitted by law.

"For purposes of this By-Law, the Corporation shall be deemed to have 
requested a person to serve an employee benefit plan where the performance by 
such person of his or her duties to the Corporation also imposes duties on, or 
otherwise involves services by, such person to the plan or participants or 
beneficiaries of the plan, and excise taxes assessed on a person with respect 
to an employee benefit plan pursuant to applicable law shall be considered 
indemnifiable expenses.  For purposes of this By-Law, the term "Corporation" 
shall include any legal successor to the Corporation, including any 
corporation which acquires all or substantially all of the assets of the 
Corporation in one or more transactions.

"A person who has been wholly successful, on the merits or otherwise, in 
the defense of a civil or criminal action or proceeding of the character 
described in the first paragraph of this By-Law shall be entitled to 
indemnification as authorized in such paragraph.  Except as provided in the 
preceding sentence and unless ordered by a court, any indemnification under 
this By-Law shall be made by the Corporation if, and only if, authorized in 
the specific case:

"1.	By the Board of Directors acting by a quorum 
consisting of directors who are not parties to such action or 
proceeding upon a finding that the director, officer or employee 
has met the standard of conduct set forth in the first paragraph 
of this By-Law, or,

"2.	If such a quorum is not obtainable or, even if 
obtainable, a quorum of disinterested directors so directs:

"a.	By the Board of Directors upon the opinion in writing 
of independent legal counsel that indemnification is proper in the 
circumstances because the standard of conduct set forth in the 
first paragraph of this By-Law has been met by such director, 
officer or employee, or


"b.	By the shareholders upon a finding that the 
director, officer or employee has met the applicable 
standard of conduct set forth in such paragraph.

"If any action with respect to indemnification of directors and officers 
is taken by way of amendment of these By-Laws, resolution of directors or by 
agreement, then the Corporation shall, not later than the next annual meeting 
of shareholders, unless such meeting is held within three months from the date 
of such action, and, in any event, within fifteen months from the date of such 
action, mail to its shareholders of record at the time entitled  to vote for 
the election of directors a statement specifying the action taken."	

The Company currently maintains directors' and officers' liability 
insurance to insure its directors and officers against certain liabilities 
incurred in their capacity as such.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

4	The Vermont Teddy Bear Co., Inc. 1993 Incentive Stock Option Plan, 
adopted on August 16, 1993, and as amended on November 28, 1995, 
and November 22, 1996, filed herewith.

5	Opinion of Dinse, Knapp & McAndrew, P.C. (filed herewith).

23.1	Consent of Arthur Andersen L.L.P. (filed herein).

23.2	Consent of Dinse, Knapp & McAndrew, P.C. (included as part of 
Exhibit 5).

Item 9.  Undertakings.

(1)	The undersigned registrant hereby undertakes:

(a)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of 
distribution not previously disclosed in the registration statement or 
any material change to such information in the registration statement; 
and 

(b)	That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at the time shall 
be deemed to be the initial bona fide offering thereof; and

(c)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.


(2)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 14(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

(3)	Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the certificate of incorporation or 
bylaws of the registrant or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Act and is, therefore, 
unenforceable.   In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Shelburne, State of Vermont on the 
____ day of January, 1999.

THE VERMONT TEDDY BEAR CO., INC. 


_______________________________________
Elisabeth B. Robert, Chief Executive Officer,
President, Chief Financial Officer, Treasurer 
and 						Director

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following in the capacities and 
on the dates indicated.


Signature			Title					Date

____________________	Director   				January ___, 1999
R. Patrick Burns		 



____________________	Chief Executive Officer,		January ___, 1999
Elisabeth B. Robert	President, Chief Financial 
                        Officer, Treasurer and Director.

____________________	Chief Operating Officer,		January ___, 1999
Spencer C. Putnam		Vice President, Secretary 
and Director.

____________________	Director.				January ___, 1999
Joan H. Martin

____________________	Director.				January ___, 1999
Fred Marks

____________________	Director.				January ___, 1999
Jason Bacon



____________________	Director.				January ___, 1999
Thomas Shepherd

____________________	Director.				January ___, 1999
T. Nathaneal Shepherd


INDEX TO EXHIBITS


Exhibit Number		Description						Page No.


4			The Vermont Teddy Bear Co., Inc. 1993 Incentive
 Stock Option Plan, adopted on August 16, 1993, 
and as amended on November 28, 1995, and 
November 22, 1996, filed herewith.

5			Opinion of Dinse, Knapp & McAndrew, P.C. 
(filed herewith).

23.1			Consent of Arthur Andersen L.L.P. (filed herewith).

23.2			Consent of Dinse, Knapp & McAndrew, P.C. 
(included as part of Exhibit 5).









LETTER ON UNAUDITED FINANCIAL INFORMATION AND 
CONSENT OF INDEPENDENT AUDITOR

As independent public accountants, we hereby consent to the 
incorporation by reference in this Registration Statement on Form S-8 of The 
Vermont Teddy Bear Co., Inc. of our report dated _______   __, 1998, relating 
to the balance sheets of The Vermont Teddy Bear Co., Inc. as of June 30, 1998, 
and the related statements of income, stockholders' equity, and cash flows for 
the year then ended, which report appears in the June 30, 1998 annual report 
on Form 10-KSB of The Vermont Teddy Bear Co., Inc.  



Arthur Andersen, L.L.P.



Boston, Massachusetts

January ____, 1999
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SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549
	            
FORM S-8
Registration Statement
Under
The Securities Act Of 1933
The Vermont Teddy Bear Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
03-0291679
(I.R.S. Employer Identification No.)
6655 Shelburne Road, P.O. Box 965, Shelburne, Vermont  05482
(Address of Principal Executive Offices)

The Vermont Teddy Bear Co., Inc. 1993 Incentive Stock Option Plan
(Full Title of the Plan)

Spencer C. Putnam
The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, Vermont  05482
(Name and Address of Agent For Service)

(802) 985-1303
Telephone Number, Including Area Code, of Agent For Service.

CALCULATION OF 
REGISTRATION FEE
Title of Securities           Common Stock
to be Registered

Amount To be                  1,800,000
Registered

Proposed Maximum              $1.2297
Offering Price Per
Share(1)

Proposed Maximum              $2,213,474.00 
Aggregate Offering
Price(1)

Amount of                     $615.35
Registration Fee

(1) Estimated solely for the purpose of calculating the registration fee.  The
fee was calculated pursuant to Rule 457(h) under the Securities Act of 1933 on
the basis of the exercise price at which the options may be exercised, to the
extent known, and the fair market value of the Common Stock as of March 12,
1999, for those shares for which the exercise price is not known.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

The information specified by Item 1 of Part I of form S-8 is omitted 
from this filing in accordance with the provisions of Rule 428 under the 
Securities Act of 1933, as amended, and the introductory note to Part I of 
Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

The information specified by Item 2 of Part I of Form S-8 is omitted from this 
filing in accordance with the provisions of Rule 428 under the Securities Act 
of 1933, as amended, and the introductory note to Part I of Form S-8.

PART II
INFORMATION TO BE REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed (i) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a post-
effective amendment which indicates that all securities offered have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the date of 
filing of such documents.

(i)	The Company's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or (c) under the Securities act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the Company's latest fiscal year for which such 
statements have been filed.

(ii)	All other reports filed pursuant to Section 13(a) and 15(d) of 
the 1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (i) above.

(iii)	The description of the Company's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Officers and Directors.

Section 402(b) of the Business Corporation Law of the State of New York 
(the "BCL") provides that a certificate of incorporation may set forth a 
provision eliminating or limiting the personal liability of a director to the 
corporation or its shareholders for damages for any breach of duty in such 
capacity, provided that no such provision shall eliminate or limit the 
liability of any director: (i) for acts or omissions in bad faith or which 
involved intentional misconduct or a knowing violation of law, as established 
by a judgment or other final adjudication; (ii) for any transaction from which 
the director derived in fact a financial profit or other advantage to which he 
or she was not legally entitled, as established by a judgment or other final 
adjudication; (iii) for any violation of Section 719 of the BCL, as 
established by a judgment or other final adjudication, relating to prohibited 
dividends or distributions, the purchase or redemption of stock, asset 
distributions in dissolution and loans to directors; or (iv) for any act or 
omission occurring prior to the corporation's adoption of a provision 
permitted by Section 402(b) of the BCL. The Company's Restated Certificate of 
Incorporation includes such a provision.  Specifically, Section 6 of the 
Company's Restated Certificate of Incorporation provides as follows:

"(6)	No director of the corporation shall be personally liable to the 
corporation or its shareholders for damages for any breach of duty in such 
capacity; provided, however, that this provision shall not eliminate or limit 
the liability of any director: 

"(a)	For acts or omissions in bad faith or which involved 
intentional misconduct or a knowing violation of law, as 
established by a judgment or other final adjudication; 

"(b)	For any transaction from which the director derived in 
fact a financial profit or other advantage to which he or 
she was not legally entitled, as established by a judgment 
or other final adjudication; 

"(c)	For any violation of Section 719 of the Business 
Corporation Law, as established by a judgment or other final 
adjudication; or 

"(d)	For any act or omission occurring prior to the 
corporation's adoption of this provision."

The By-Laws of the Company provide for indemnification of the Company's 
directors, officers, employees and agents to the fullest extent permitted by 
the BCL.  Specifically, Article XI of the Company's Amended By-Laws provides 
as follows:	

"Except to the extent expressly prohibited by the New York Business 
Corporation Law, the Corporation may indemnify each person made or threatened 
to be made a party to any action or proceeding, whether civil or criminal, by 
reason of the fact that such person or such person's testator or intestate is 
or was a director, officer, incorporator, employee or agent of the 
Corporation, or serves or served at the request of the Corporation, any other 
corporation, partnership, joint venture, trust, employee benefit plan or other 
enterprise in any capacity, against judgments, fines, penalties, amounts paid 
in settlement and reasonable expenses, including attorneys' fees, incurred in 
connection with such action or proceeding, or any appeal therein; provided, 
however, that no such indemnification shall be made if a judgment or other 
final adjudication adverse to such person establishes that his or her acts 
were committed in bad faith or were the result of active and deliberate 
dishonesty and were material to the cause of action so adjudicated, or that he 
or she personally gained in fact a financial profit or other advantage to 
which he or she was not legally entitled, and provided further that no such 
indemnification shall be required with respect to any settlement or other non-
adjudicated disposition of any threatened or pending action or proceeding 
unless the Corporation has given its prior consent to such settlement or other 
disposition.

"The Corporation shall advance or promptly reimburse upon request any 
person entitled to indemnification hereunder for all expenses, including 
attorneys' fees, reasonably incurred in defending any action or proceeding in 
advance of the final disposition thereof upon receipt of an undertaking by or 
on behalf of such person to repay such amount if such person is ultimately 
found not to be entitled to indemnification or, where indemnification is 
granted, to the extent the expenses so advanced or reimbursed exceed the 
amount to which such person is entitled; provided, however, that such person 
shall cooperate in good faith with any request by the Corporation that common 
counsel be utilized by the parties to an action or proceeding who are 
similarly situated unless to do so would be inappropriate due to actual or 
potential differing interests between or among such parties.

"Nothing herein shall limit or affect any right of any person, otherwise 
than hereunder, to indemnification or expenses, including attorneys' fees, 
under any statute, rule, regulation, certificate of incorporation, by-law, 
insurance policy, contract or otherwise.

"Anything in these By-Laws to the contrary notwithstanding, no 
elimination of this By-Law, and no amendment of this By-Law adversely 
affecting the right of any person to indemnification or advancement of 
expenses hereunder shall be effective until the 60th day following notice to 
such person of such action, and no elimination of or amendment to this By-Law 
shall deprive any person of his or her rights hereunder arising out of alleged 
or actual occurrences, acts or failures to act prior to such 60th day.

"The Corporation shall not, except by elimination or amendment of this 
By-law in a manner consistent with the preceding paragraph, take any corporate 
action or enter into any agreement which prohibits, or otherwise limits the 
rights of any person to, indemnification in accordance with the provisions of 
this By-Law.  The indemnification of any person provided by this By-Law shall 
continue after such person has ceased to be a director, officer, incorporator, 
employee or agent of the Corporation and shall inure to the benefit of such 
person's heirs, executors, administrators and legal representatives.

"The Corporation is authorized to enter into agreements with any of its 
directors, officers, incorporators, employees or agents extending rights to 
indemnification and advancement of expenses to such person to the fullest 
extent permitted by applicable law, but the failure to enter into any such 
agreement shall not affect or limit the rights of such person pursuant to this 
By-Law, it being expressly recognized hereby that all directors, officers, 
incorporators, employees and agents of the Corporation, by serving as such 
after the adoption hereof, are acting in reliance hereon and that the 
Corporation is estopped to contend otherwise.

"In case any provision in this By-Law shall be determined at any time to 
be unenforceable in any respect, the other provisions shall not in any way be 
affected or impaired thereby, and the affected provision shall be given the 
fullest possible enforcement in the circumstances, it being the intention of 
the Corporation to afford indemnification and advancement of expenses to its 
directors, officers, incorporators, employees or agents acting in such 
capacities or in the other capacities mentioned herein, to the fullest extent 
permitted by law.

"For purposes of this By-Law, the Corporation shall be deemed to have 
requested a person to serve an employee benefit plan where the performance by 
such person of his or her duties to the Corporation also imposes duties on, or 
otherwise involves services by, such person to the plan or participants or 
beneficiaries of the plan, and excise taxes assessed on a person with respect 
to an employee benefit plan pursuant to applicable law shall be considered 
indemnifiable expenses.  For purposes of this By-Law, the term "Corporation" 
shall include any legal successor to the Corporation, including any 
corporation which acquires all or substantially all of the assets of the 
Corporation in one or more transactions.

"A person who has been wholly successful, on the merits or otherwise, in 
the defense of a civil or criminal action or proceeding of the character 
described in the first paragraph of this By-Law shall be entitled to 
indemnification as authorized in such paragraph.  Except as provided in the 
preceding sentence and unless ordered by a court, any indemnification under 
this By-Law shall be made by the Corporation if, and only if, authorized in 
the specific case:

"1.	By the Board of Directors acting by a quorum 
consisting of directors who are not parties to such action or 
proceeding upon a finding that the director, officer or employee 
has met the standard of conduct set forth in the first paragraph 
of this By-Law, or,

"2.	If such a quorum is not obtainable or, even if 
obtainable, a quorum of disinterested directors so directs:

"a.	By the Board of Directors upon the opinion in writing 
of independent legal counsel that indemnification is proper in the 
circumstances because the standard of conduct set forth in the 
first paragraph of this By-Law has been met by such director, 
officer or employee, or

"b.	By the shareholders upon a finding that the 
director, officer or employee has met the applicable 
standard of conduct set forth in such paragraph.

"If any action with respect to indemnification of directors and officers 
is taken by way of amendment of these By-Laws, resolution of directors or by 
agreement, then the Corporation shall, not later than the next annual meeting 
of shareholders, unless such meeting is held within three months from the date 
of such action, and, in any event, within fifteen months from the date of such 
action, mail to its shareholders of record at the time entitled  to vote for 
the election of directors a statement specifying the action taken."	

The Company currently maintains directors' and officers' liability 
insurance to insure its directors and officers against certain liabilities 
incurred in their capacity as such.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

4	The Vermont Teddy Bear Co., Inc. 1993 Incentive Stock Option Plan, 
adopted on August 16, 1993, and as amended on November 28, 1995, 
and November 22, 1996, filed herewith.

5	Opinion of Dinse, Knapp & McAndrew, P.C. (filed herewith).

23.1	Consent of Arthur Andersen L.L.P. (filed herein).

23.2	Consent of Dinse, Knapp & McAndrew, P.C. (included as part of 
Exhibit 5).

Item 9.  Undertakings.

(1)	The undersigned registrant hereby undertakes:

(a)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of 
distribution not previously disclosed in the registration statement or 
any material change to such information in the registration statement; 
and 

(b)	That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at the time shall 
be deemed to be the initial bona fide offering thereof; and

(c)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.

(2)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 14(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

(3)	Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the certificate of incorporation or 
bylaws of the registrant or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Act and is, therefore, 
unenforceable.   In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Shelburne, State of Vermont on the 
____ day of January, 1999.

THE VERMONT TEDDY BEAR CO., INC. 

_______________________________________
Elisabeth B. Robert, Chief Executive Officer,
President, Chief Financial Officer, Treasurer 
and 						Director

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following in the capacities and 
on the dates indicated.

Signature			Title					Date

____________________	Director   				January ___, 1999
R. Patrick Burns		 

____________________	Chief Executive Officer,		January ___, 1999
Elisabeth B. Robert	President, Chief Financial 
                        Officer, Treasurer and Director.

____________________	Chief Operating Officer,		January ___, 1999
Spencer C. Putnam		Vice President, Secretary 
and Director.

____________________	Director.				January ___, 1999
Joan H. Martin

____________________	Director.				January ___, 1999
Fred Marks

____________________	Director.				January ___, 1999
Jason Bacon

____________________	Director.				January ___, 1999
Thomas Shepherd

____________________	Director.				January ___, 1999
T. Nathaneal Shepherd

INDEX TO EXHIBITS

Exhibit Number		Description						Page No.

4			The Vermont Teddy Bear Co., Inc. 1993 Incentive
 Stock Option Plan, adopted on August 16, 1993, 
and as amended on November 28, 1995, and 
November 22, 1996, filed herewith.

5			Opinion of Dinse, Knapp & McAndrew, P.C. 
(filed herewith).

23.1			Consent of Arthur Andersen L.L.P. (filed herewith).

23.2			Consent of Dinse, Knapp & McAndrew, P.C. 
(included as part of Exhibit 5).

LETTER ON UNAUDITED FINANCIAL INFORMATION AND 
CONSENT OF INDEPENDENT AUDITOR

As independent public accountants, we hereby consent to the 
incorporation by reference in this Registration Statement on Form S-8 of The 
Vermont Teddy Bear Co., Inc. of our report dated _______   __, 1998, relating 
to the balance sheets of The Vermont Teddy Bear Co., Inc. as of June 30, 1998, 
and the related statements of income, stockholders' equity, and cash flows for 
the year then ended, which report appears in the June 30, 1998 annual report 
on Form 10-KSB of The Vermont Teddy Bear Co., Inc.  

Arthur Andersen, L.L.P.

Boston, Massachusetts

January ____, 1999