MAIL STOP 3628

      August 12, 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/A
      Filed on August 8, 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/A

General

1. We refer you to prior comment 1.  We note your response that
you believe that the accounting treatment of the transaction is not
material.  Please advise of the basis for your belief or disclose
the accounting treatment as discussed in your response.  See Item
1004(a)(1)(xi) of Regulation M-A.

7.  Conditions of the Tender Offer

2. We refer you to prior comment 8.  Please revise to eliminate
the excessive subjective element in the third bullet point.  For
example, clarify that the company will make its determination whether
an offer condition is triggered based on 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 lending institutions in the
United States."  This offer condition also contains a subjective
element that should be revised.  Please limit the subjectivity
that may trigger this condition.

13.  Material United States Federal Income Tax Consequences

3. We refer you to your response to prior comment 12.  More
specifically, we note that you disclose that "security holders may
not rely on the description of material tax consequences included
in the Offer to Purchase."  Please revise your disclosure to remove
the language that security holders may not rely on the description of
material tax consequences, as security holders are entitled to
rely upon the disclosure regarding the material tax consequences of
this offer.

Closing

      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