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. 2)

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:  ¨

SCHEDULE TO

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission (“SEC”) on July 20, 2005 by Blair Corporation, a Delaware corporation (“Blair” or the “Company”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO-I/A filed with the SEC on August 8, 2005 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. 2 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-I as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

All information in the Offer to Purchase and Amendment No. 1 is incorporated in this Amendment No. 2 by reference in response to all of the items in Schedule TO-I, 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 Item 10. Certain Information Concerning Blair. on page 35 of the Offer to Purchase, the following heading and sentence is hereby inserted before the first paragraph on that page, “Accounting Treatment. The Company will record the tender offer transaction on its balance sheet as an addition to treasury stock.”

2. In Item 13. Certain United States Federal Income Tax Consequences. on page 42 of the Offer to Purchase, the first sentence of the last paragraph on that page is hereby deleted in its entirety.

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 15, 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.

CORRESP

[BLAIR CORPORATION LETTERHEAD]

August 15, 2005 Daniel R. Blair (814) 723-3600 drblair@blair.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/A

Filed on August 8, 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 12, 2005 (the “Letter”) regarding the Company’s Schedule TO-I filed on July 20, 2005 and the Schedule TO-I/A filed on August 8, 2005 (together the “Amended 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/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.

Response:

The Company has disclosed the accounting treatment as described in our letter to the Securities and Exchange Commission dated August 8, 2005. Please see the Amended TO at section 1 on page 2.

Mr. Jeffrey B. Werbitt

August 15, 2005

Page 2

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.

Response:

The Company calls the Staff’s attention to the following amendments to the offer conditions appearing at section 6 on page 3 of the Schedule TO-I/A filed on August 8, 2005:

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,”.

To clarify any confusion that may exist, the Company is referring to the second bullet point on page 24 of the Offer to Purchase, which is the third bullet point in section 7. Conditions of the Tender Offer.

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 or this offer.

Response:

The Company has amended the disclosure, deleting the language that indicates security holders may not rely on the description of material tax consequences. In addition, the Company deleted the statement that the discussion is “for general information” only. Please see the Amended TO at section 2 on page 2.

Mr. Jeffrey B. Werbitt

August 15, 2005

Page 3

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 Phil Feigen at (202) 457-6142 or the undersigned.

Respectfully submitted,

/s/ DANIEL R. BLAIR

Daniel R. Blair

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, Esq.

Philip G. Feigen, Esq.