MAIL STOP 3628

      August 4, 2005

By Facsimile (202) 457-66482 and U.S. Mail

Daniel R. Blair, Secretary
Blair Corporation
220 Hickory Street
Warren, Pennsylvania 16366

Re:  	Blair Corporation
	Schedule TO-I
      Filed on July 20, 2005
	File No. 005-18609

Dear Mr. Blair:

      We have the following comments on the above referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule TO-I
General

1. Please provide a brief statement as to the accounting treatment
of the transaction.  To the extent that you believe that this
disclosure is not material, please advise.  See Item 1004(a)(1)(xi)
of egulation M-A.

Offer to Purchase
General

2. You disclose throughout your document that you "can terminate
the offer in your sole discretion, subject to applicable law."
Since you do not reference the occurrence of any listed offer
condition, this language seems to inappropriately imply that you
may terminate the offer at will, in your sole discretion, and for
any reason.  This implies an impermissible illusory offer. Please
clarify the disclosure throughout your Offer to Purchase to make it
clear that you terminate the offer only if one of the listed offer
conditions is "triggered."

Section 2.  Purpose of the Tender Offer; Certain Effects of the
Tender Offer, page 13

3. You disclose that you intend to increase your per share amount
of quarterly dividends to $0.30 per share subsequent to the
"successful completion" of the tender offer and the close of the
sale of Blair`s receivables portfolio.  Please revise to describe
what you consider a "successful completion" of this tender offer.
For example, are you simply referring to an offer that closes, or
one that is fully subscribed?

4. You disclose in this section that the company entered into
standstill agreements in May 2005 with Loeb Partners Corp. and
Santa Monica Opportunity Fund and their respective affiliates,
pursuant to which those entities agreed to tender all common shares
of Blair they hold into this offer.  Please expand to provide more
background about the events leading up to the standstill agreements,
and how such events or agreements factored into the company`s decision
to conduct this offer. For example, if this tender offer is the result
of an agreement between the parties, this should be disclosed.

5. The disclosure in this section indicates that depending on
their decision to participate in this offer (and whether there is
pro ration due to oversubscription), "the tender offer may increase
the proportionate holdings of certain other significant stockholders..
. ."  Please expand to identify or generally describe the "certain
other significant stockholders" to which you refer, and their
general holdings before this offer.  Are you referring to The PNC
Financial Services Group and Dimensional Fund Advisors, shown in
the chart on page 36?  For example, how many stockholders are you
describing? What is each`s holding before the offer and how much
could it increase if that shareholder elected not to participate
(assuming a fully subscribed offer)?

Section 3. Procedures for Tendering Shares, page 17

6. Refer to the disclosure at the bottom of page 19 continuing
onto page 20, where you state that you may waive any of the
conditions to the offer as to "any particular shares or any
particular stockholder."  All offer terms must be the same as to
all subject security holders. That means that you may not waive
an offer condition as to particular shares or shareholders only.
Please revise.

Section 7.  Conditions of the Offer, page 23

7. We refer you to the disclosure in the last paragraph of this
section that your failure at any time to exercise any of the
rights described in this section will not be deemed a waiver of
such rights and that each right will be deemed an ongoing right
that may be asserted at any time and from time to time.  This
language suggests that even once a condition is triggered, the
company can decide whether it is advisable to proceed with the
offer.  We agree. However, when a condition is triggered and
the company decides to proceed with the offer anyway, we believe
that this constitutes a waiver of the triggered condition(s).
You may not rely on this language to tacitly waive a condition
of the offer by failing to assert it.  In addition, please be
aware that once you waive an offer condition, you may not
"reassert" that condition without formally changing the terms
of your offer, which may require an extension of the offer and
dissemination of additional offer materials.  Please confirm
your understanding in your response letter.

8. While you may condition your tender offer on any number of
conditions, those conditions must be clearly and specifically
described in your offer materials and must be outside of your
control.  We are concerned that some of the listed offer
conditions are so broadly drafted as to potentially render
this offer illusory, and to make it impossible for a security
holder to determine what events or occurrences will allow you
to terminate it.  Please generally revise to narrow your
conditions, quantifying where possible.  The following are
examples of offer conditions which we believe are problematic
because of their breadth or lack of specificity; however,
these examples are not intended to be an exhaustive, and we
urge you to examine and revise this section generally:

*A number of your conditions refer to "threatened" actions. A
tender offer may only be subject to conditions are drafted with
sufficient specificity to allow for objective verification that
the conditions have been satisfied.  In this regard, revise your
conditions to remove the reference to "threatened" as it is
unclear how these actions could be objectively determined.

*Most of the offer conditions under the third bullet point have
An excessive subjective element.  We suggest that you these
conditions to clarify that the company will make such
determinations in its "reasonable discretion" or "reasonable
judgment."

* Number (5) under the third bullet point in this section refers
to circumstances that "could materially affect, the extension of
credit by banks or other lending institutions in the United
States."  This condition appears to contain an excessive subjective
element and should be revised appropriately.  Revise to limit the
subjectivity that may trigger this condition.

* The last bullet point references "any change or event . . .
that, in [y]our reasonable judgment, is or may be material to [you]
or [y]our subsidiaries."  This language appears to include both
positive and negative effects on the business, and may be so broad
as to render the offer illusory.  Please revise.

9. As noted in our last comment above, all offer conditions must
be outside of your control. Therefore, revise the language in the
first paragraph of this section referring to "acts or omissions"
of the company.

Section 9.  Source and Amount of Funds, page 26

10. You disclose that Blair will draw down from its credit
facilities to purchase shares and cover expenses, in addition to
using available cash.  Please revise to disclose whether Blair is
subject to any covenants or restrictions under its credit facilities.
If so, please revise to describe the covenants and restrictions,
including financial ratios, that Blair must comply with under its
credit facility and explain whether it is compliant with them.
Also, revise to disclose the consequences if Blair is no longer in
compliance with the covenants and restrictions at the expiration
date.

Section 10.  Certain Information Concerning Blair, page 27

11. You disclose that Blair disclaims any current intention or
obligation to update any forward-looking information related to
its future performance, results of operations, anticipated fee
revenue, pro forma cash earnings, or earnings per share calculated
in accordance with generally accepted accounting principles.  This
disclosure appears to be inconsistent with your obligation under
Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect
a material change in the information previously disclosed.  Please
revise.

Section 13.  Certain United States Federal Income Tax
Consequences, page 39

12. Please revise to disclose that you have described the
material, as opposed to certain, tax consequences of the offer.
Further, please eliminate the statements appearing in the first
and second paragraphs that the discussion is included "for general
information" only.  We believe this statement may suggest that
your security holders may not rely on the description of material
tax consequences included in the offering document.

Section 14.  Extension of the Tender Offer - Election Form, page
43

13. We note that you refer to Rule 13d-4(e)(3) on page 43.  It
appears that this is a typographical error.  Please revise or
supplementally advise.

Letter of Transmittal

14. We note your request that the security holder acknowledge that
they "understand" certain terms the offer.  It is not appropriate
to require security holders to attest to the fact that they
"understand" the terms of the offer as such language may
effectively operate as a waiver of liability.  Please delete this
and other similar language throughout these materials.  To the
extent that you have already circulated the Election Form to
security holders, please confirm that you will not utilize the
referenced language set forth in this form as a waiver of liability
against security holders.

Closing

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from Blair acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.  In addition, depending upon your
response to these comments, a supplement may need to be sent to
security holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.

     					Very truly yours,



     					Jeffrey B. Werbitt
					Attorney-Advisor
					Office of Mergers & Acquisitions


cc: 	John H. Vogel, Esquire
	Philip G. Feigen, Esquire
	Patton Boggs LLP
	2550 M Street, N.W.
	Washington, D.C. 20037