FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.

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)

39TH FLOOR, TOWER 45, 120 WEST FORTY-FIFTH STREET

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

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See footnotes 1 and 2.

(Street)

NEW YORK, NY 10036       

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

 

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

___ Form filed by One Reporting Person
_ X _ 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   15289378   D   (1) (2)  

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)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The securities of the Issuer to which this form relates are held directly by D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. ("Laminar Acquisition"). D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Laminar Acquisition; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Laminar Acquisition; and David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC), may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Continued in Footnote 2)
( 2)  In accordance with instruction 5(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by Laminar Acquisition, DESCO LP, DESCO LLC, or David E. Shaw are reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed, for Section 16 purposes, directors of the Issuer by virtue of DESCO LP employee Lauren Krueger's service as a member of the Issuer's board of directors. None of Laminar Acquisition, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET
NEW YORK, NY 10036 		X X
See footnotes 1 and 2.
D. E. SHAW & CO, L.P.
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET
NEW YORK, NY 10036 		X X
See footnotes 1 and 2.
D. E. SHAW & CO, L.L.C.
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET
NEW YORK, NY 10036 		X X
See footnotes 1 and 2.
SHAW DAVID E
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET
NEW YORK, NY 10036 		X X
See footnotes 1 and 2.

Signatures
D. E. Shaw Laminar Acquisition Holdings 3, L.L.C., By D. E. Shaw & Co., L.L.C., as manager By: Julius Gaudio, Managing Director 10/18/2007
** Signature of Reporting Person Date

D. E. Shaw & Co., L.P., By: Julius Gaudio, Managing Director 10/18/2007
** Signature of Reporting Person Date

D. E. Shaw & Co., L.L.C., By: Julius Gaudio, Managing Director 10/18/2007
** Signature of Reporting Person Date

David E. Shaw, By: Julius Gaudio, Attorney-in-Fact for David E. Shaw 10/18/2007
** 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.
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