8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2005

BLAIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-00878	25-0691670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer File Number)
220 Hickory Street, Warren, Pennsylvania		16366-0001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (814) 723-3600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On August 17, 2005 Blair Corporation (“Blair”) issued a press release announcing the preliminary results of its self-tender offer commenced on July 20, 2005 at $42.00 per share for the purchase of up to 4,400,000 shares of its outstanding common stock for an aggregate price of approximately $185 million. The self-tender offer expired at 12:00 midnight, Eastern Daylight Time, on Tuesday, August 16, 2005 and was not extended. A copy of the press release announcing the preliminary results of Blair’s tender offer is filed with this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Exhibits
	Exhibit 99.1 Press release dated August 17, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 17, 2005	BLAIR CORPORATION
	By:	/s/ JOHN E. ZAWACKI
		John E. Zawacki
		President and Chief Executive Officer

By:	/s/ BRYAN J. FLANAGAN
	Bryan J. Flanagan
	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:
CONTACTS:
Blair Corporation	Carl Hymans
Bryan Flanagan, SVP/ Chief Financial Officer	G. S. Schwartz & Co.
814 723 3600	212-725-4500 carlh@schwartz.com

Blair Corporation Announces Preliminary Results of Tender Offer

WARREN, Pa., (August 17, 2005) – Blair Corporation (Amex: BL), (www.blair.com), a national multi-channel direct marketer of women’s and men’s apparel and home products, today announced the preliminary results of its tender offer to purchase 4,400,000 shares of its common stock. The tender offer expired at 12:00 midnight, Eastern Daylight Time, on Tuesday, August 16, 2005 and has not been extended.

Based on a preliminary count by Computershare Trust Company of New York, the depositary for the tender offer, approximately 6,515,401 shares of common stock were properly tendered and not withdrawn. The proration factor and the number of shares purchased will be announced as soon as practical following completion of the verification process and confirmation by the depositary of the proper delivery of all shares tendered. Payment for the shares validly tendered and accepted for purchase under the tender offer and the return of any shares not accepted will occur promptly after such announcement.

The dealer manager for the tender offer was Stephens Inc., and the information agent was Georgeson Shareholder Communications, Inc.

ABOUT BLAIR

Headquartered in Warren, Pennsylvania, Blair Corporation sells a broad range of women’s and men’s apparel and home products through direct mail marketing and its Web sites www.blair.com and www.irvinepark.com. Blair Corporation employs more than 2,000 people and operates facilities and retail outlets in Northwestern Pennsylvania as well as a catalog outlet in Wilmington, Delaware. The Company, which has annual sales of approximately $500 million, is publicly traded on the American Stock Exchange (AMEX:BL).

This release contains certain statements, including without limitation, statements containing the words “believe,” “plan,” “expect,” “anticipate,” “strive,” and words of similar import relating to future results of the Company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for and market acceptance of new and existing products, as well as other risks and uncertainties detailed in the most recent periodic filings of the Company with the Securities and Exchange Commission.