<SUBMISSION>
<ACCESSION-NUMBER>0000950152-05-005624
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050628
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050630
<DATE-OF-FILING-DATE-CHANGE>20050629
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BLAIR CORP
<CIK>0000071525
<ASSIGNED-SIC>5961
<IRS-NUMBER>250691670
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-00878
<FILM-NUMBER>05926251
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>220 HICKORY ST
<CITY>WARREN
<STATE>PA
<ZIP>16366
<PHONE>8147233600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>220 HICKORY STREET
<CITY>WARREN
<STATE>PA
<ZIP>16366
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NEW PROCESS CO
<DATE-CHANGED>19890507
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>j1476401e8vk.txt
<DESCRIPTION>BLAIR CORPORATION       8-K
<TEXT>
<PAGE>

                       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): JUNE 28, 2005



                                BLAIR CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   ----------

<Table>
<Caption>
<S>                                 <C>                        <C>

           DELAWARE                       001-00878                         25-0691670
           --------                       ---------                         ----------
(STATE OR OTHER JURISDICTION OF     (COMMISSION FILE NO.)      (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION)

220 HICKORY STREET, WARREN, PENNSYLVANIA                                   16366-0001
----------------------------------------                                   ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                   (ZIP CODE)
</Table>


       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:

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

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

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

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


<PAGE>



ITEM 8.01  OTHER EVENTS.

         On Tuesday, June 28, 2005 Blair Corporation announced it had received a
commitment, subject to final documentation and standard closing conditions, for
$200 million in financing from PNC Financial Services Group, Inc., which will be
used, in part, to finance the Company's previously announced proposed
self-tender offer. Blair intends to pay down this credit facility from PNC with
the proceeds received from the previously announced sale of its credit portfolio
to an affiliate of Alliance Data Systems Corporation. The closing of the
Alliance Data Systems transaction remains on target for the fourth quarter of
2005. A copy of the Blair press release announcing the execution of the
commitment letter 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 June 28, 2005.

BLAIR CORPORATION SECURITY HOLDERS ARE ADVISED TO READ BLAIR CORPORATION'S
TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TENDER OFFER. BLAIR CORPORATION WILL NOTIFY ALL OF ITS
SECURITY HOLDERS WHEN THE TENDER OFFER STATEMENT BECOMES AVAILABLE. WHEN
AVAILABLE, BLAIR CORPORATION SECURITY HOLDERS MAY GET THE TENDER OFFER STATEMENT
AND OTHER FILED DOCUMENTS RELATED TO THE TENDER OFFER FOR FREE AT THE U.S.
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (www.sec.gov). IN ADDITION, BLAIR
CORPORATION SECURITY HOLDERS MAY REQUEST A FREE COPY OF THE TENDER OFFER
STATEMENT AND OTHER DOCUMENTS RELATED TO THE TENDER OFFER FROM BLAIR CORPORATION
WHEN AVAILABLE.


<PAGE>


                                   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:  June 28, 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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>j1476401exv99w1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1



(BLAIR CORPORATION LOGO)                                              AMEX: BL
220 HICKORY STREET o WARREN, PENNSYLVANIA 16366-0001

FOR IMMEDIATE RELEASE:
CONTACTS:
Blair Corporation
Bryan Flanagan, SVP/ Chief Financial Officer
814 723 3600


  BLAIR CORPORATION RECEIVES FINANCING COMMITMENT FROM PNC FINANCIAL SERVICES
              GROUP TO SUPPORT TENDER OFFER FOR BLAIR COMMON STOCK

WARREN, Pa., (June 28, 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 it had received a commitment, subject to final
documentation and standard closing conditions, for $200 million in financing
from PNC Financial Services Group, Inc. which will be used to finance, in part,
the Company's previously announced proposed stock tender buyback.

Blair intends to pay down this credit facility from PNC with the proceeds
received from the previously announced sale of its credit portfolio to Alliance
Data Systems Corp. The closing of the Alliance Data transaction remains on
target for the fourth quarter of 2005.

Combining the credit facility from PNC with $40 million of Blair's cash
reserves, the Company will initiate a stock tender buyback at $42 per share, for
the purchase of approximately 4.4 million shares of Blair's outstanding common
stock for an aggregate price of approximately $185 million. The Company intends
to commence the tender not later than August 1, 2005, and it will be completed
shortly thereafter.

"We are pleased to announce that Blair has received this commitment from PNC for
$200 million in financing and appreciate this ongoing support from our long-term
financial partner," stated Bryan Flanagan, senior vice president and CFO.

"By reaching this agreement, we remain on track to initiate our stock tender
buyback and reward our investors," said John Zawacki, president and CEO. "At the
same time, we are convinced that a continued focus on our core customers and our
ability to remain an independent Warren-based company will maximize shareholder
value now and in the future."

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).


<PAGE>

BLAIR CORPORATION SECURITY HOLDERS ARE ADVISED TO READ BLAIR CORPORATION'S
TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TENDER OFFER. BLAIR CORPORATION WILL NOTIFY ALL OF ITS
SECURITY HOLDERS WHEN THE TENDER OFFER STATEMENT BECOMES AVAILABLE. WHEN
AVAILABLE, BLAIR CORPORATION SECURITY HOLDERS MAY GET THE TENDER OFFER STATEMENT
AND OTHER FILED DOCUMENTS RELATED TO THE TENDER OFFER FOR FREE AT THE U.S.
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (www.sec.gov). IN ADDITION, BLAIR
CORPORATION SECURITY HOLDERS MAY REQUEST A FREE COPY OF THE TENDER OFFER
STATEMENT AND OTHER DOCUMENTS RELATED TO THE TENDER OFFER FROM BLAIR CORPORATION
WHEN AVAILABLE.

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.
</TEXT>
</DOCUMENT>
</SUBMISSION>
