Babyuniverse, Inc. - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Wagner Michael J.

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/12/2007

3. Issuer Name and Ticker or Trading Symbol

BABYUNIVERSE, INC. [POSH]

(Last) (First) (Middle)

C/O ETOYS DIRECT, INC., 1099 18TH STREET, SUITE 1800

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
President & CEO /

(Street)

DENVER, CO 80202

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	232703	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	5/10/2014	Common Stock	11635	$1.08	D
Employee Stock Option (right to buy)	⁽²⁾	6/1/2016	Common Stock	16289	$1.55	D
Employee Stock Option (right to buy)	⁽³⁾	6/1/2016	Common Stock	11635	$1.55	D

Explanation of Responses:
( 1)	The option is exercisable in accordance with its vesting schedule. One-third of the shares vested on the first anniversary of the date of grant (the grant date was May 10, 2004) and 1/36th monthly on the tenth day of each month thereafter.
( 2)	The option is exercisable in accordance with its vesting schedule. One-third of the shares vested on the grant date (the grant date was June 1, 2006) and 1/36th monthly on the tenth date of each month thereafter.
( 3)	The option is exercisable in accordance with its vesting schedule. One-third of the shares vested on the first anniversary of the date of grant (the grant date was June 1, 2006) and 1/36th monthly on the tenth day of each month thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wagner Michael J. C/O ETOYS DIRECT, INC. 1099 18TH STREET, SUITE 1800 DENVER, CO 80202	X		President & CEO

Signatures
/s/ Michael J. Wagner		10/15/2007
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.