SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Blair Corporation

(Name of Subject Company (issuer))

Blair Corporation (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, without nominal or par value

(Title of Class of Securities)

092828102

(CUSIP Number of Class of Securities)

Daniel R. Blair

Secretary

220 Hickory Street

Warren, Pennsylvania 16366

(814) 723-3600

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

John H. Vogel, Esq.

Philip G. Feigen, Esq.

Patton Boggs LLP

2550 M Street, N.W.

Washington, D.C. 20037

(202) 457-6000

Calculation Of Filing Fee

Transaction Valuation*	Amount of Filing Fee*
184,800,000.00	21,750.96

* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 4,400,000 shares of the outstanding common stock, without nominal or par value, at a price per share of $42.00.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $21,750.96

Form or Registration No.: Schedule TO

Filing Party: Blair Corporation

Date Filed: July 20, 2005

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 20, 2005 by Blair Corporation, a Delaware corporation (“Blair” or the “Company”) pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the offer by Blair to purchase up to 4,400,000 shares of common stock, without nominal or par value, or such lesser number of shares as is properly tendered and not properly withdrawn, at a price of $42.00 per share, net to the seller in cash, without interest. Blair’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 20, 2005 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Exchange Act. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

All information in the Offer to Purchase is incorporated in this Amendment No. 1 by reference in response to all of the items in Schedule TO, except that such information is hereby amended to the extent specifically provided herein.

The Offer to Purchase is amended and supplemented as follows:

1. In the Summary Term Sheet on page three of the Offer to Purchase, the response to the question “Can the tender offer be extended, amended or terminated and under what circumstances?” is hereby amended by the deletion of the first sentence, replacing it in its entirety with the following sentence, “We can extend or amend the tender offer in our sole discretion, subject to applicable law.”

In Item 14. Extension of the Tender Offer; Termination; Amendment. on page 43 of the Offer to Purchase, the second sentence is hereby deleted and replaced in its entirety with the following sentence, “We also expressly reserve the right, in our sole discretion, subject to applicable law, to postpone payment for shares, or terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for, upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the depositary and making a public announcement of such termination or postponement.”

2. In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 13 of the Offer to Purchase, in the second to last full bullet point, the second phrase is hereby deleted and replaced in its entirety with the following phrase, “the Board of Directors has indicated its current intention to increase the per share amount of its quarterly regular dividend to $0.30 per share subsequent to the closing of the tender offer, and the closing of the sale of Blair’s receivables portfolio to World Financial Capital Bank, a wholly owned subsidiary of Alliance Data Systems, which is currently scheduled for the fourth quarter of 2005.”

In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 15 of the Offer to Purchase, the second phrase in the third sentence of the paragraph headed “Material change in the present dividend rate of Blair.” is hereby deleted and replaced in its entirety with the following phrase, “the Board of Directors announced its current intention to increase the per share amount of quarterly regular dividends to $0.30 per share subsequent to the closing of the tender offer, and the closing of the sale of Blair’s receivables portfolio to World Financial Capital Bank, a wholly owned subsidiary of Alliance Data Systems, which is currently scheduled for the fourth quarter of 2005.”

In Item 8. Price Ranges of Shares; Dividends. on page 26 of the Offer to Purchase, the second phrase in the third sentence of the last paragraph in Section 8 is hereby deleted and replaced in its entirety with the following phrase, “the Board of Directors announced its current intention to increase the per share amount of quarterly regular dividends to $0.30 per share subsequent to the closing of the tender offer, and the closing of the sale of Blair’s receivables portfolio to World Financial Capital Bank, a wholly owned subsidiary of Alliance Data Systems, which is currently scheduled for the fourth quarter of 2005.”

3. In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 13 of the Offer to Purchase, the first sentence following the heading “Purpose of the Tender Offer.” is hereby deleted and replaced in its entirety with the following paragraph,

“From time to time, the Board of Directors has previously explored the potential sale of its consumer receivable portfolio. In July 2004, representatives of Santa Monica Opportunity Fund L.P. and its affiliates, entities that had previously filed a Schedule 13D with the Securities and Exchange Commission in June 2004, met with Blair management to discuss possible measures to enhance shareholder value. In October of 2004, Blair publicly announced that in response to Santa Monica’s suggestion Blair was again exploring the potential sale of its consumer receivable portfolio. On December 3, 2004, Loeb Partners Corporation and its

affiliates filed a Schedule 13D with the SEC. Loeb announced that it supported the sale of Blair’s consumer receivable portfolio and that it believed proceeds from any such sale should be distributed to Blair stockholders. On April 26, 2005 Blair announced the sale of its consumer receivable portfolio to World Financial Capital Bank, a wholly-owned subsidiary of Alliance Data Systems and that it would be distributing the proceeds from such sale to Blair’s stockholders in the form of a tender offer and/or special dividend. On May 10, 2005, Loeb offered to purchase all of the outstanding shares of Blair stock for $36.00 per share. On May 25, 2005, Blair announced that it would not accept Loeb’s offer and that Blair intended to commence an issuer tender offer at $42.00 per share for up to 4.4 million shares prior to August 1, 2005.”

In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 14 of the Offer to Purchase, the beginning of the third paragraph is hereby amended by inserting the following, “Agreements with Stockholders. In mid-May 2005, after the Board of Directors decided it was in the best interests of the Company to commence a tender offer, a decision was made to approach Santa Monica and Loeb in an effort to negotiate standstill agreements. The Board of Directors made this decision in light of the activities of Loeb and Santa Monica leading up to the April 26, 2005 announcement of our agreement to sell our consumer receivable portfolio and Loeb’s May 10, 2005 offer to purchase Blair,”

4. In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 14 of the Offer to Purchase, the first sentence of the fourth paragraph is hereby deleted in its entirety and replaced by the following three sentences, “The tender offer may increase the proportional holdings of the other five percent or greater stockholders, The PNC Financial Services Group, Inc. and Dimensional Fund Advisors, Inc., depending on the extent to which they elect to participate in the tender offer. The PNC Financial Services Group, Inc. and Dimensional Fund Advisors, Inc. hold 500,509 (6.06%) and 669,700 (8.11%), respectively, prior to commencement of the tender offer. If PNC Financial Services Group, Inc. and Dimensional Fund Advisors, Inc. elected not to participate in the tender offer, and assuming the tender offer is fully subscribed, after expiration of the tender offer they would hold approximately 12.98% and 17.36%, respectively.”

5. In Item 2. Purpose of the Tender Offer; Certain Effects of the Tender Offer. on page 19 of the Offer to Purchase and continuing on to page 20 of the Offer to Purchase, the third sentence of the paragraph headed “Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.” is hereby deleted in its entirety and replaced by the following sentence, “We also reserve the absolute right to waive any of the conditions of the tender offer or any defect or irregularity in any tender, and our interpretation of the terms of the tender offer will be final and binding on all parties.”

6. In Item 7. Conditions of the Tender Offer. on pages 23-25 of the Offer to Purchase, the word “threatened,” is hereby deleted from: (1) the first line of the first bullet point under Item 7; (2) the first line of the first bullet point on page 24; (3) the second line of the first bullet point on page 24; and (4) the first line of the last bullet point under Item 7 on page 25.

In Item 7. Conditions of the Tender Offer. on page 24 of the Offer to Purchase, the following phrase shall be inserted at the beginning of the second bullet point, “in the Company’s reasonable judgment,”.

In Item 7. Conditions of the Tender Offer. on page 24 of the Offer to Purchase, the phrase “could materially affect,” in number (5) under the second bullet point is hereby amended to read as follows, “materially affects,”.

In Item 7. Conditions of the Tender Offer. on page 25 of the Offer to Purchase, the phrase “or proposes to acquire” in the second line of both number (1) and (2) of the second bullet point is hereby deleted.

In Item 7. Conditions of the Tender Offer. on page 25 of the Offer to Purchase, the final bullet point under Item 7 is hereby deleted in its entirety and replaced by the following, “any change or event is discovered in our, or our subsidiaries’, business, condition (financial or otherwise), assets, income, operations or prospects, which, taken as a whole, or in the ownership of our shares that, in our reasonable judgment may have a material adverse effect on the Company or our subsidiaries.”

7. In Item 7. Conditions of the Tender Offer. on pages 23 and 25 of the Offer to Purchase, the parenthetical “(including any action or omission to act by us)” in the sixth line of the first paragraph under Item 7 and in the second line of the last paragraph under Item 7 is hereby deleted.

8. In Item 9. Sources and Amount of Funds. on page 27 of the Offer to Purchase, the following paragraph is hereby inserted before the last paragraph under Item 9,

“Both the Amended and Restated Credit Agreement and the Amendment to Blair’s Receivables Purchase Agreement contain standard representations and covenants, as to all of which Blair is in current compliance. The Amended and Restated Credit Agreement and the Amendment to the Receivables Purchase Agreement are amendments to agreements that have been in place by and among Blair and PNC and Blair’s other lenders since 2000 during which time Blair has been in continual compliance with all

terms, conditions and covenants set forth in the loan documents. The Amended and Restated Credit Agreement contains a continuing minimum liquidity covenant and a minimum EBITDA condition with which Blair is in current compliance. Following completion of the tender offer and the closing of Blair’s sale of its credit receivable portfolio, which is scheduled to occur during the fourth quarter of 2005, additional financial covenants will become applicable, including earnings to fixed charge coverage ratio and leverage ratio requirements, book value per share (please see the pro forma financial statements appearing at pages 33 and 34 of the Offer to Purchase for further information on the ratio of earnings to fixed charges and book value per share) and a minimum consolidated net worth requirement, as to all of which Blair is in current compliance. In the unlikely event that, at the time of the expiration of the tender offer, Blair is not in compliance with all of the covenants that are applicable at such time, PNC and the other lenders may exercise any of the available remedies for breach of the aforementioned loan agreements, which include, without limitation, acceleration of any outstanding indebtedness under the agreements and refusal to advance further funds to Blair under the Amended and Restated Credit Agreement and/or the Amendment to the Receivables Purchase Agreement. Blair has no reason to believe that at the time of the expiration of the tender offer it will not be in full compliance with all applicable provisions of both the Amended and Restated Credit Agreement and the Amendment to the Receivables Purchase Agreement.”

9. In Item 10. Certain Information Concerning Blair. on page 28 of the Offer to Purchase, the following phrase is hereby inserted at the beginning of the last sentence of the italicized paragraph, “Other than to reflect material changes in information previously disclosed,”

10. In Item 13. Certain United States Federal Income Tax Consequences. on page 39 of the Offer to Purchase, the word “certain” in the first line of the first paragraph under Item 13 is hereby deleted and replaced by the word “material.”

In Item 13. Certain United States Federal Income Tax Consequences. on page 42 of the Offer to Purchase, the following phrase shall be inserted at the end of the first sentence, “,security holders may not rely on the description of material tax consequences set forth above.”

11. In Item 14. Extension of the Tender Offer; Termination; Amendment. on page 43 of the Offer to Purchase, in the third to last line of the first paragraph under Item 14, the reference to “Rule 13d-4(e)(3)” is hereby deleted and replaced by reference to “Rule 13e-4(e)(3).”

12. Attached hereto as Exhibit (a)(1)(ii) is an amended Letter of Transmittal marked to reflect the removal of the acknowledgement that security holders understand certain terms of the offer.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BLAIR CORPORATION

By: /s/ CRAIG N. JOHNSON

Name: Craig N. Johnson

Title: Chairman of the Board of Directors

Date: August 8, 2005

EXHIBIT INDEX

Exhibit No.
(a)(1)(i)	Offer to Purchase dated July 20, 2005*
(a)(1)(ii)	Amended and Restated Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(iii)	Notice of Guaranteed Delivery*
(a)(1)(iv)	Notice of Instructions (Options)*
(a)(5)(i)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 20, 2005*
(a)(5)(ii)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 20, 2005*
(a)(5)(iii)	Letter to Stockholders dated July 20, 2005*
(a)(5)(iv)	Summary of Advertisement*
(a)(5)(v)	Employee FAQ*
(a)(5)(v)(vi)	Press Release dated July 20, 2005*
(b)(i)	Amendment Agreement dated as of July 15, 2005, which amends the Receivables Purchase Agreement*
(b)(ii)	Amended and Restated Credit Agreement dated as of July 15, 2005*
(c)	None
(d)(i)	“Standstill” Agreement between Blair Corporation and Loeb Arbitrage Fund and its affiliates dated May 24, 2005(1)
(d)(ii)	“Standstill” Agreement between Blair Corporation and Mr. Phillip Goldstein and Mr. Andrew Dakos dated May 24, 2005(2)
(d)(iii)	“Standstill” Agreement between Blair Corporation and Mr. Lawrence Goldstein, Santa Monica Partners Opportunity Fund L.P. and its affiliates dated May 25, 2005(3)
(d)(iv)	Change in Control Severance Agreement between Blair Corporation and Mr. Randall A. Scalise(4)
(d)(v)	Change in Control Severance Agreement between Blair Corporation and Mr. Robert D. Crowley(5)
(d)(vi)	Change in Control Severance Agreement between Blair Corporation and Mr. Bryan J. Flanagan(5)
(d)(vii)	Change in Control Severance Agreement between Blair Corporation and Mr. John E. Zawacki(5)
(e)	None
(f)	None
(g)	None
(h)	None

* Previously filed.

⁽¹⁾ Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.

⁽²⁾ Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.

⁽³⁾ Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.

⁽⁴⁾ Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on November 9, 2004.

⁽⁵⁾ Incorporated by reference to Exhibit 10.7 of the Company’s Form 10-Q (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on November 9, 2004.

EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock,

Without Nominal or Par Value

of

Blair Corporation

Pursuant to the Offer to Purchase Dated July 20, 2005

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, AUGUST 16, 2005, UNLESS THE TENDER OFFER IS EXTENDED.

The depositary for the tender offer is:

Computershare Trust Company of New York

By mail:	By hand delivery or overnight delivery:	By facsimile transmission (for eligible institutions only):
Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010	Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005	(212) 701-7636 For confirmation call: (212) 701-7600

The information agent for the tender offer is:

Georgeson Shareholder Communications Inc.

Call Toll Free: (866) 729-6811

List below each certificate number, the number of shares represented by each certificate and the number of such shares tendered. If the space provided below is inadequate, list such information on a separately executed and signed schedule and affix the schedule to this Letter of Transmittal. The names and addresses of the holders should be printed, if not already printed below, exactly as they appear on the certificates representing the shares tendered hereby. The shares that the undersigned wishes to tender should be indicated in the appropriate boxes.

DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
Name(s) and Address(es) of Registered Holder(s) (Please Fill in Exactly as Name(s) Appear on Certificate(s))	Certificate(s) Tendered (Attach Additional Signed List, if Necessary)
	Certificate Number(s)*	Number of Shares         Represented By         Certificate(s)*	Number of Shares         Tendered**
	Total Shares Tendered*

*** Indicate the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary) (See Instruction 8):

1^st 2^nd 3^rd 4^th 5^th 6^th

¨ CHECK HERE IF ANY CERTIFICATES REPRESENTING SHARES TENDERED HEREBY HAVE BEEN LOST, STOLEN, DESTROYED OR MUTILATED. SEE INSTRUCTION 14.

1

* Need not be completed if shares are delivered by book-entry transfer.

** If you desire to tender fewer than all shares evidenced by any certificates listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4.

*** If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be selected for purchase by the depositary. See Instruction 8.

All questions regarding the tender offer should be directed to Georgeson Shareholder Communications Inc., the information agent, or Stephens Inc., the dealer manager, at their respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase.

This Letter of Transmittal, including the accompanying instructions, and the Offer to Purchase should be read carefully before you complete this Letter of Transmittal.

Delivery of this Letter of Transmittal to an address other than one of those shown above for the depositary does not constitute a valid delivery. Deliveries to Blair, the dealer manager of the tender offer or the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery to the depositary. Deliveries to the book-entry transfer facility will not constitute valid delivery to the depositary.

2

This Letter of Transmittal is to be used only if (1) certificates for shares are to be forwarded with it, or such certificates will be delivered under a Notice of Guaranteed Delivery previously sent to the depositary or (2) a tender of shares is to be made by book-entry transfer to the account maintained by the depositary at The Depository Trust Company, or any other “qualified” registered securities depository, referred to as the “book-entry transfer facility,” under Section 3 of the Offer to Purchase.

Stockholders who desire to tender shares under the tender offer and who cannot deliver the certificates for their shares or who are unable to comply with the procedures for book-entry transfer before the “expiration date” (as defined in Section 1 of the Offer to Purchase), and who cannot deliver all other documents required by this Letter of Transmittal to the depositary before the expiration date, may tender their shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the book-entry transfer facility does not constitute delivery to the depositary.

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                                

Account Number:                                                                                                                                                                                          

Transaction Code Number:                                                                                                                                                                         

¨ CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):                                                                                                                                                            

Date of Execution of Notice of Guaranteed Delivery:                                                                                                                     

Name of Institution which Guaranteed Delivery:                                                                                                                               

Account Number:                                                                                                                                                                                          

3

Ladies and Gentlemen:

The undersigned hereby tenders to Blair Corporation, a Delaware corporation (“Blair”), the above-described shares of Blair common stock, without nominal or par value, at the purchase price of $42.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 20, 2005, of Blair, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, as amended and supplemented from time to time, together constitute the tender offer.

Subject to and effective upon acceptance for payment of the shares tendered hereby in accordance with the terms of the tender offer, including, if the tender offer is extended or amended, the terms or conditions of any such extension or amendment, the undersigned hereby sells, assigns and transfers to or upon the order of Blair all right, title and interest in and to all shares tendered hereby and orders the registration of such shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of Blair and hereby irrevocably constitutes and appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the depositary also acts as the agent of Blair, with full power of substitution, such power of attorney being an irrevocable power coupled with an interest, to:

(a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of Blair, upon receipt by the depositary, as the undersigned’s agent, of the purchase price with respect to such shares;

(b) present certificates for such shares for cancellation and transfer on the books of Blair; and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

The undersigned hereby covenants, represents and warrants to Blair that:

(a) tendering of shares under any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the tender offer, including the undersigned’s representation and warranty that (i) the undersigned has a net long position in shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) such tender of shares complies with Rule 14e-4 under the Exchange Act;

(b) when and to the extent Blair accepts the shares for purchase, Blair will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; and

(c) on request, the undersigned will execute and deliver any additional documents the depositary or Blair deems necessary or desirable to complete the assignment, transfer and purchase of the shares tendered hereby.

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing the shares tendered hereby. The certificate numbers, the number of shares represented by such certificates, and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

All shares properly tendered and not properly withdrawn will be purchased at the purchase price of $42.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including its proration and conditional tender provisions, and that Blair will return at its expense all other shares, including shares not purchased because of proration or conditional tender, promptly following the expiration date.

4

Under certain circumstances set forth in the Offer to Purchase, Blair may terminate or amend the tender offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered hereby. Certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above. Blair has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if Blair purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

Acceptance of shares by Blair for payment will constitute a binding agreement between the undersigned and Blair upon the terms and subject to the conditions of the tender offer.

The check for the aggregate net purchase price for such of the tendered shares as are purchased by Blair will be issued to the order of the undersigned and mailed to the address indicated above unless otherwise indicated under either of the “Special Payment Instructions” or the “Special Delivery Instructions” boxes below.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

5

CONDITIONAL TENDER

(See Instruction 5)

A tendering stockholder may condition his or her tender of shares upon Blair purchasing a specified minimum number of such shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares indicated below is purchased by Blair pursuant to the terms of the tender offer, none of the shares tendered by such tendering stockholder will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her broker or other financial and tax advisors. Unless the box below has been checked and a minimum number of shares have been specified, the tender will be deemed unconditional.

¨ The minimum number of shares tendered hereby that must be purchased, if any are purchased, is:              shares.

If, because of proration, such minimum number of shares tendered hereby will not be purchased, Blair may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:

¨ The tendered shares represent all shares held by the undersigned, and the undersigned wishes such shares to be eligible for purchase by random lot.

TENDER OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN SHARES

(See Instruction 15)

This section is to be completed only if shares held in Blair’s Dividend Reinvestment and Stock Purchase Plan are to be tendered.

¨ By checking this box, the undersigned represents that the undersigned is a participant in Blair’s Dividend Reinvestment and Stock Purchase Plan and hereby instructs National City Bank to tender on behalf of the undersigned the following number of shares credited to the Dividend Reinvestment and Stock Purchase Plan account of the undersigned:

                                         shares

¨ By checking this box, the undersigned represents that the undersigned is a participant in Blair’s Dividend Reinvestment and Stock Purchase Plan and hereby instructs National City Bank to tender on behalf of the undersigned all of the shares credited to the Dividend Reinvestment and Stock Purchase Plan account of the undersigned.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 6, 7 and 9)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 6 and 9)
To be completed only if certificate(s) for shares not tendered or not purchased and/or any check for the purchase price of shares purchased are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at the book-entry transfer facility other than that designated above.	To be completed only if certificate(s) for shares not tendered or not purchased and/or any check for the purchase price of shares purchased are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.
Issue check/certificate to:	Deliver check/certificate to:
Name:	Name:
(Please Print)	(Please Print)
Address:	Address:
(Including Zip Code)	(Including Zip Code)
(Tax Identification or Social Security Number) (See Substitute Form W-9 Included Herewith)

6

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING

STOCKHOLDER(S) SIGN HERE

(See Instructions 1 and 6)

(Please Complete Substitute Form W-9 Included Herewith)

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 6.

(Signature(s))

Dated:                         , 2005

Name(s):                                                                                                                                                                                                            

(Please Print)

Capacity (full title):                                                                                                                                                                                       

Address:                                                                                                                                                                                                             

(Include Zip Code)

(Area Code) Telephone Number:                                                                                                                                                             

Tax Identification or Social Security Number:                                                                                                                                    

GUARANTEE OF SIGNATURE(S)

(If required, see Instructions 1 and 6)

Authorized Signature

Name(s)

Title

Name of Firm

Address

(Area Code) Telephone Number

Dated:                             , 2005

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS OF THE TENDER OFFER

OF

BLAIR CORPORATION

1. Guarantee of Signatures. No signature guarantee is required if either:

(a) this Letter of Transmittal is signed by the registered holder of the shares exactly as the name of the registered holder appears on the certificate, which term, for purposes of this document, shall include any participant in a book-entry transfer facility whose name appears on a security position listing as the owner of shares, tendered with this Letter of Transmittal, and payment and delivery are to be made directly to such registered holder unless such registered holder has completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” above; or

(b) such shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, each such entity, referred to as an “eligible guarantor institution.”

In all other cases, signatures must be guaranteed by an eligible guarantor institution. See Instruction 6.

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if certificates are delivered with it to the depositary, or such certificates will be delivered under a Notice of Guaranteed Delivery previously sent to the depositary, or if tenders are to be made under the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered shares, or confirmation of a book-entry transfer into the depositary’s account at the book-entry transfer facility of shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or manually signed facsimile of it, or an agent’s message (as defined below), and any other documents required by this Letter of Transmittal, should be mailed or delivered to the depositary at the appropriate address set forth herein and must be received by the depositary before the expiration date.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in such book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that Blair may enforce such agreement against such participant.

Stockholders whose certificates are not immediately available or who cannot deliver certificates for their shares and all other required documents to the depositary before the expiration date, or whose shares cannot be delivered before the expiration date under the procedures for book-entry transfer, may tender their shares by or through any eligible guarantor institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, or facsimile of it, and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Under such procedure, the certificates for all physically tendered shares or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, or manually signed facsimile of it, or an agent’s message, and all other documents required by this Letter of Transmittal, must be received by the depositary within three American Stock Exchange trading days after receipt by the depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The Notice of Guaranteed Delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an eligible guarantor institution in the form set forth in

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such notice. For shares to be tendered validly under the guaranteed delivery procedure, the depositary must receive the Notice of Guaranteed Delivery before the expiration date.

The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure delivery.

Blair will not accept any alternative or contingent or (except as specified in Instruction 5 below) conditional tenders. All tendering stockholders, by execution of this Letter of Transmittal, or a facsimile of it, waive any right to receive any notice of the acceptance of their tender.

3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, the certificate numbers, the number of shares represented by each certificate and the number of shares tendered should be listed on a separate signed schedule and attached to this Letter of Transmittal.

4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders who tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled “Number of Shares Tendered.” In such case, if any tendered shares are purchased, a new certificate for the remainder of the shares evidenced by the old certificates will be issued and sent to the registered holder(s) promptly after the expiration date. Unless otherwise indicated, all shares represented by the certificates listed and delivered to the depositary will be deemed to have been tendered.

5. Conditional Tender. As described in Section 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased.

To make a conditional tender a stockholder must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, a stockholder must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether Blair accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, such minimum number of shares tendered hereby will not be purchased, Blair may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, a stockholder must have tendered all of his or her shares and checked the box so indicating. Upon selection by random lot, if any, Blair will limit its purchase in each case to the designated minimum number of shares.

All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

(a) If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

(b) If the shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal.

(c) If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal, or photocopies of it, as there are different registrations of certificates.

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(d) When this Letter of Transmittal is signed by the registered holder(s) of the shares listed and transmitted hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment is to be made or the certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on such certificate(s) must be guaranteed by an eligible guarantor institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s), and the signature(s) on such certificates or stock power(s) must be guaranteed by an eligible guarantor institution. See Instruction 1.

(e) If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence to the depositary that is satisfactory to Blair of their authority to so act.

7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. Blair will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

(a) payment of the purchase price is to be made to any person other than the registered holder(s);

(b) tendered certificates are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal;

then the depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account thereof, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted.

8. Order of Purchase in Event of Proration. Stockholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the United States federal income tax classification and the amount of any gain or loss on the shares purchased. See Section 13 of the Offer to Purchase.

9. Special Payment and Delivery Instructions. If certificate(s) for shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or if the certificate(s) and/or such check(s) are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instructions 1 and 6.

10. Irregularities. All questions as to the number of shares to be accepted and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of shares will be determined by Blair in its sole discretion, which determinations shall be final and binding on all parties. Blair reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of Blair, be unlawful. Blair also reserves the absolute right to waive with respect to all stockholders any of the conditions of the tender offer and Blair’s interpretation of the terms of the tender offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time, as Blair shall determine. None of Blair, the dealer manager (as defined in the Offer to Purchase), the depositary, the information agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

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11. Questions and Requests for Assistance and Additional Copies. Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

The information agent for the tender offer is:

Georgeson Shareholder Communications Inc.

17 State Street, 10th Floor

New York, NY 10004

Bankers and Brokers Call: (212) 440-9800

All Others Call Toll Free: (866) 729-6811

12. Tax Identification Number and Backup Withholding. U.S. federal income tax law generally requires that a stockholder whose tendered shares are accepted for purchase, or such stockholder’s assignee, in either case, referred to as the “payee,” provide the depositary with such payee’s correct taxpayer identification number, which, in the case of a payee who is an individual, is such payee’s social security number. If the depositary is not provided with the correct taxpayer identification number or an adequate basis for an exemption, such payee may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds received pursuant to the tender offer. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each payee must provide the depositary with a correct taxpayer identification number by completing the Substitute Form W-9 included herewith, and certify, under penalties of perjury, that such taxpayer identification number is correct (or that such payee is awaiting a taxpayer identification number), that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a U.S. person. If the payee does not have a taxpayer identification number, such payee should (i) consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for instructions on applying for a taxpayer identification number, (ii) write “Applied For” in the space provided in Part 1 of the Substitute Form W-9 and (iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If the payee does not provide such payee’s taxpayer identification number to the depositary, backup withholding will apply and will reduce the net amount paid to the selling stockholder. Note that writing “Applied For” on the Substitute Form W-9 means that the payee has already applied for a taxpayer identification number or that such payee intends to apply for one in the near future. If shares are held in more than one name or are not in the name of the actual owner, consult the Substitute Form W-9 Guidelines for information on which taxpayer identification number to report. Exempt payees, including, among others, all corporations and certain foreign individuals, are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt payee should check the exempt payee box in Part 2 of Substitute Form W-9, and should sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. In order for a nonresident alien or foreign entity to qualify as an exempt payee, such person must submit a completed IRS Form W-8BEN or a Substitute Form W-8 (or similar form), signed under penalties of perjury attesting to such exempt status. Such form may be obtained from the depositary.

13. Withholding on Foreign Holder. The following discussion applies to any “foreign stockholder,” that is, a stockholder that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation, a foreign partnership, a foreign estate or a foreign trust. A foreign stockholder who has provided a completed IRS Form W-8BEN or a Substitute Form W-8 (or similar form) to the depositary will not be subject to backup withholding. However, foreign stockholders generally are subject to withholding under Internal Revenue Code sections 1441 or 1442 at a rate of 30% of the gross payments received by such foreign stockholders, which are subject to dividend treatment. If a stockholder’s address is outside the United States, and if the depositary has not received a Substitute Form W-9, the depositary will assume that the stockholder is a foreign stockholder. The general 30% withholding rate may be reduced under a tax treaty, if appropriate certification

11

(Form W-8BEN) is furnished to the depositary. A foreign stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such stockholder meets those tests described in Section 13 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. Foreign stockholders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding and the refund procedure.

14. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate representing shares has been lost, stolen, destroyed or mutilated, the stockholder should notify National City Bank, the transfer agent for the shares, of that fact by calling National City Bank at 1-800-622-6757 and asking for instructions on obtaining a replacement certificate(s). National City Bank will require you to complete an affidavit of loss and return it to National City Bank. Such stockholder will then be instructed by National City Bank as to the steps that must be taken in order to replace the certificate. A bond may be required to be posted by the stockholder to secure against the risk that the certificate may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed.

15. Dividend Reinvestment and Stock Purchase Plan. If a tendering stockholder desires to tender shares held under Blair’s Dividend Reinvestment and Stock Purchase Plan (the “DRIP”), the section captioned “Tender of Dividend Reinvestment and Stock Purchase Plan Shares” on page 6 should be completed. A participant in the DRIP may complete such section on only one Letter of Transmittal submitted by such participant. If a participant submits more than one Letter of Transmittal and completes such section on more than one letter of transmittal, the participant will be deemed to have elected to tender all shares held under the DRIP.

If a participant authorizes a tender of shares held in the DRIP, all such shares credited to such participant’s account(s), including fractional shares, will be tendered, unless otherwise specified in the appropriate space in the box captioned “Tender of Dividend Reinvestment and Stock Purchase Plan Shares.” In the event that the box captioned “Tender of Dividend Reinvestment and Stock Purchase Plan Shares” is not completed, no shares held under the DRIP will be tendered. If a participant tenders all of such participant’s DRIP Shares and all such shares are purchased by Blair pursuant to the Offer, such tender will be deemed to be authorization and written notice to National City Bank of termination of such participant’s participation in the DRIP.

Important: this Letter of Transmittal or a manually signed photocopy of it (together with certificate(s) for shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the Notice of Guaranteed Delivery must be received by the depositary before the expiration date.

12

CORRESP

[PATTON BOGGS LLP LETTERHEAD]

August 8, 2005 Philip G. Feigen (202) 457-6142 pfeigen@pattonboggs.com

Mr. Jeffrey B. Werbitt

Attorney-Advisor

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Blair Corporation

Schedule TO-I

Filed on July 20, 2005

File No. 005-18609

Dear Mr. Werbitt:

Set forth below are the responses of Blair Corporation (the “Company”) to the comments contained in your letter dated August 4, 2005 (the “Letter”) regarding the Company’s Schedule TO-I filed on July 20, 2005 (“TO”). For your convenience we have repeated in bold type the comments as set forth in the Letter. The Company’s response to each comment is set forth immediately below the text of the applicable comment.

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 Regulation M-A.

Response:

The Company will record the tender offer transaction on its balance sheet as an addition to treasury stock. The Company believes the accounting treatment of the transaction is not material.

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 2

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 conditions is “triggered.”

Response:

The Company has clarified these disclosures. Please see the amended TO at section one on page two.

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?

Response:

The Company has clarified these disclosures. Please see the amended TO at section two on page two.

4. You disclose in this section that the company entered into standstill agreements in May 2005 wit Loeb Partners Corp. and Santa Monica Opportunity Fund and their respective affiliates, pursuant to which those entities agreed to ender 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.

Response:

The Company has provided additional disclosure regarding the events leading up to execution of the standstill agreements and how these events factored into the Company’s

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 3

decision to conduct the tender offer. Please see the amended TO at section three on page two and three.

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 holding before the offer and how much could it increase if that shareholder elected not to participate (assuming a fully subscribed offer)?

Response:

The Company has expanded this disclosure to clarify that it was referencing the other five percent or greater stockholders. The Company has also added a discussion of their holdings before this offer as well as how much their holdings may increase if such shareholders elected not to participate in the tender offer (assuming the tender offer is fully subscribed). Please see the amended TO at section four on page three.

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 “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.

Response:

The Company has revised the disclosure to remove the reference to “any particular shares or any particular stockholder.” Please see the amended TO at section five on page three.

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,

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 4

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.

Response:

The Company confirms its understanding of the Staff’s foregoing comment and will conduct itself in accordance with this understanding.

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 determination 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.

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 5

Response:

The Company has revised the offer conditions in response to the Staff’s comments. Please see the amended TO at section six on page three.

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.

Response:

The Company has deleted the parenthetical phrase “(including any action or omission to act by us)” appearing in the first and last paragraph of Item 7. Please see the amended TO at section seven on page three.

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.

Response:

The Company has supplemented its disclosure to describe generally the covenants and restrictions, including financial ratios, which it must comply with under its credit facilities and to explain that it is currently in compliance with them. In addition, the additional disclosure addresses the consequences if Blair fails to maintain compliance with the covenants and restrictions at the time of expiration of the tender offer. Please see the amended TO at section eight on page three and four.

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 or 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.

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 6

Response:

The Company has added additional disclosure, which makes it clear that it has an obligation to amend the Schedule to reflect any material changes in information previously disclosed. Please see the amended TO at section nine on page four.

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.

Response:

The Company has revised the disclosure by deleting the word “certain” and replacing it with the word “material.” Please see the amended TO. In addition, the Company has added a disclosure in the first and second paragraphs, which affirmatively states that security holders may not rely on the description of material tax consequences included in the Offer to Purchase, as it is provided for informational purposes only, and which advises security holders to contact a tax advisor for guidance. Please see amended TO at section ten on page four.

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.

Response:

The Company has corrected the typographical error. Please see the amended TO at section eleven on page four.

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 languages set forth in this form as a waiver of liability against security holders.

Mr. Jeffrey B. Werbitt

August 8, 2005

Page 7

Response:

The Company confirms that it will not utilize the above referenced language set forth in the Letter of Transmittal or any of the other tender offer materials as a waiver of liability against security holders. Please see the amended Letter of Transmittal attached as an exhibit to the amended TO at section twelve on page four.

The Company acknowledges that:

• the Company is responsible for the adequacy an 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 Company may not assert comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments concerning the Company’s responses, please contact the undersigned at (202) 457-6142 or Jordan Hamburger at (202) 457-6102.

Respectfully submitted,

/s/ PHILIP G. FEIGEN

Philip G. Feigen

Attachments

cc: Craig N. Johnson, Chairman of the Board of Directors, Blair Corporation

John Zawacki, President and Chief Executive Officer, Blair Corporation

John H. Vogel, Esquire