10-K/A

   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996        Commission file number 1-878

                               BLAIR CORPORATION

Incorporated in Delaware                 I.R.S. Employer Identification Number:

220 Hickory Street
Warren, Pennsylvania   16366                             25-0691670
(814) 723-3600

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
Title of Each Class                                  on which registered
- - -------------------                                 ---------------------
Common Stock, without nominal or par value          American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                               --   --
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    X
                               ---

         The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 21, 1997 was $113,889,362. There were
9,234,532 shares of common stock outstanding as of February 21, 1997.

                      Documents Incorporated by Reference
                      -----------------------------------

         The Annual Report to Stockholders for the fiscal year ended December
31, 1996 (the "Annual Report") is incorporated by reference into Part II and
Part IV of this Form 10-K. Portions of the Proxy Statement for the 1997 Annual
Meeting of Stockholders (the "Proxy Statement") are incorporated by reference
into Part III of this Form 10-K.

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLAIR
CORPORATION'S DECEMBER 31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FOURTH QUARTER, 1996 10-K FILING FOR BLAIR
CORPORATION.

       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       4,115,533
<SECURITIES>                                         0
<RECEIVABLES>                              193,772,056
<ALLOWANCES>                                44,464,572
<INVENTORY>                                 87,848,598
<CURRENT-ASSETS>                           313,556,111
<PP&E>                                     100,458,710
<DEPRECIATION>                              46,251,580
<TOTAL-ASSETS>                             368,757,108
<CURRENT-LIABILITIES>                       78,179,225
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       419,810
<OTHER-SE>                                 208,179,073
<TOTAL-LIABILITY-AND-EQUITY>               368,757,108
<SALES>                                    544,129,005
<TOTAL-REVENUES>                           588,420,919
<CGS>                                      268,757,869
<TOTAL-COSTS>                              565,077,698
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                            47,550,310
<INTEREST-EXPENSE>                           5,524,561
<INCOME-PRETAX>                             23,343,221
<INCOME-TAX>                                 8,617,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                14,726,221
<EPS-PRIMARY>                                     1.58
<EPS-DILUTED>                                     1.58

<F1>Amount includes additional paid-in capital, retained earnings, treasury 
stock, and the employee stock purchase plan receivable.