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<CONFORMED-NAME>BLAIR CORP
<CIK>0000071525
<ASSIGNED-SIC>5961
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<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<ACT>34
<FILE-NUMBER>005-18609
<FILM-NUMBER>05861395
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<STREET1>220 HICKORY ST
<CITY>WARREN
<STATE>PA
<ZIP>16366
<PHONE>8147233600
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<CITY>WARREN
<STATE>PA
<ZIP>16366
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<FORMER-CONFORMED-NAME>NEW PROCESS CO
<DATE-CHANGED>19890507
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<TYPE>SC TO-C
<SEQUENCE>1
<FILENAME>j1420001e8vk.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): MAY 24, 2005



                                BLAIR CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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

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


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (814) 723-3600


                                 NOT APPLICABLE
          -------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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

[ ] 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 1.01 EXECUTION OF MATERIAL DEFINITIVE AGREEMENT.

          On May 25, 2005, Blair Corporation ("Blair" or the "Company")
announced that it has entered into separate "standstill" agreements with Loeb
Partners Corporation and each of its affiliates ("Loeb"), and Santa Monica
Opportunity Fund L.P. and each of its affiliates and principals ("Santa
Monica"), pursuant to which, among other things, said shareholders have agreed
to tender all of their Blair shareholdings in the Company's tender offer
(described more fully below). In addition to other general standstill
restrictions, Loeb and Santa Monica have agreed (i) not to attempt to exercise
any control over management or the company; (ii) to vote their shares in favor
of the position advocated by the Board of Directors; and (iii) not to acquire
any additional shares of the Company or seek to acquire the Company, each for a
period of five years. Loeb and Santa Monica have each previously filed Schedule
13Ds and several amendments thereto with the Securities and Exchange Commission
disclosing their views and intentions with regard to Blair. A copy of the
"standstill" agreements are filed with this report as Exhibit 10.1 and 10.2 and
are incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

          On May 25, 2005, Blair announced its current intention to commence a
self-tender offer at $42.00 per share for the purchase of approximately 4.4
million shares of its outstanding common stock for an aggregate price of
approximately $185 million (the "Tender Offer"). Blair intends to commence the
Tender Offer on or before August 1, 2005 subject to finalizing a credit facility
for up to $200 million, which will be utilized in part to finance the Tender
Offer. In addition, Blair will contribute approximately $40 million of its cash
reserves to fund the tender offer.

         Blair has entered into "standstill" agreements with Loeb and Santa
Monica (described more fully above), pursuant to which Loeb and Santa Monica are
obligated, among other things, to tender all of their shares of Blair's common
stock in the Tender Offer. In addition, Blair's directors have agreed not to
tender any of their shares of the Company's common stock in the Tender Offer and
senior management has agreed to restrict the amount they tender in the Tender
Offer to no more than 25% of their holdings of Blair's common stock. The
consummation of the earlier announced sale of Blair's credit portfolio to an
affiliate of Alliance Data Systems Corporation remains on target for the fourth
quarter of 2005. It is the Company's current intention that all borrowings by
Blair to affect the tender offer be repaid contemporaneously with, or shortly
after, the close of said transaction. A copy of the Blair press release
announcing the Company's current intention to commence a self-tender offer, as
well as the execution of the "standstill" agreements, is filed with this report
as Exhibit 99.1 and is incorporated herein by reference.

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>



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 10.1 Agreement among Blair Corporation,
                                      and Loeb.

                         Exhibit 10.2 Agreement among Blair Corporation, and
                                      Mr. Phillip Goldstein and Mr. Andrew
                                      Dakos.

                         Exhibit 10.3 Agreement among Blair Corporation, and
                                      Santa Monica and Mr. Lawrence Goldstein.

                         Exhibit 99.1 Press Release dated May 25, 2005.





<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:  May 26, 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-10.1
<SEQUENCE>2
<FILENAME>j1420001exv10w1.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>
                                                                Exhibit 10.1


                                    AGREEMENT

         This agreement (the "AGREEMENT") dated as of May 24, 2005, is entered
into by, between and among, Blair Corporation, a Delaware corporation (the
"COMPANY") and Loeb Arbitrage Fund, a New York limited partnership, Loeb
Arbitrage Management, a Delaware corporation, Loeb Partners Corporation, a
Delaware corporation, Loeb Holding Corporation, a Maryland corporation, Loeb
Offshore Fund, Ltd., a Cayman Islands exempted company, Loeb Offshore
Management, LLC, a Delaware limited liability company, Loeb Marathon Fund, a
Delaware limited partnership, Loeb Marathon Offshore Fund, Ltd., a Cayman
Islands exempted company (each a member of, and who shall collectively be
referred to as, "LOEB" and together with the Company, the "PARTIES").



                                    RECITALS


         WHEREAS, it is the Company's present intention to conduct a tender
offer for the purchase of its common stock to commence within approximately 60
days provided it can reach certain agreements with Loeb regarding Loeb's sale of
Company's common stock;

         WHEREAS, the Parties have negotiated to enter in this Agreement to
provide for the orderly disposition of Loeb's holdings of the Company's common
stock and the orderly governance of the Company going forward;

         NOW, THEREFORE, intending to be legally bound, and for, and in
consideration of, the terms, conditions and mutual obligations set forth herein,
including the performance by each of the Parties of their respective mutual and
independent covenants, representations and obligations as set forth herein, and
understanding the meaning and legal effect of entering into this Agreement, the
Parties hereto stipulate, agree, warrant and represent as follows:



SECTION 1.  COMPANY TENDER OFFER AND STOCK DISPOSITION.

    (a)  The Company agrees that it shall conduct a tender offer for the
         purchase of its common stock having an aggregate value of $185 million
         at a per share price of $42.00 to be commenced on or before August 1,
         2005 (the "TENDER OFFER").

    (b)  The Company confirms that it has received a commitment from the Board
         of Directors and senior management of the Company that they will not
         tender more than 25% of their holdings of the Company's common stock in
         the Tender Offer.

    (c)  Loeb agrees that it will, and will ensure that its affiliates or
         associates shall, tender any and all shares of the Company's common
         stock , par value $.01, that it owns, directly or indirectly,
         beneficially or otherwise (the "LOEB'S COMMON STOCK"), in the Tender
         Offer.

<PAGE>

    (d)  Loeb agrees that it shall not dispose of Loeb's Common Stock in a block
         sale(s) (for the purpose of this Agreement "block sale" shall mean, a
         public or private sale, in a single or series of coordinated
         transaction(s), of a block of 100,000 or more shares of Company common
         stock) between the date first written above and the date upon which
         Loeb tenders Loeb's Common Stock in the Tender Offer. Loeb further
         agrees that following the close of the Tender Offer, to the extent it
         has identified, or been presented with, a third party that is willing
         and able to acquire, in a block sale(s), any proportion of, or all of,
         Loeb's Common Stock, the Company shall have a right of first refusal
         with respect thereto.

    (e)  Loeb agrees that it shall not acquire any additional shares of the
         Company's common stock, directly or indirectly, beneficially or
         otherwise, for a period of 5 years commencing as of the date first
         written above (the "RESTRICTION PERIOD").


SECTION 2. STANDSTILL PROVISIONS. Loeb agrees that during the Restriction Period
neither it nor any affiliate nor associate shall:

    (a)  make any statement, proposal or offer, whether written or oral, to the
         Company's Board of Directors or to any director, officer or agent of
         the Company, or make any public announcement, proposal or offer with
         respect to an acquisition, merger (or other business combination),
         sale, transfer of the Company's assets, recapitalization, dividend,
         share repurchase, liquidation or other extraordinary corporate
         transaction with the Company or any other transaction that could result
         in a change of control of the Company; and Loeb commits not to solicit
         or encourage any other person to make such an announcement, statement,
         proposal or offer, or to take any action that might require the Company
         to make a public announcement regarding the possibility of any such
         transaction or similar transaction, and commits not to advise, assist
         or encourage any other person in connection with any of the foregoing.

    (b)  initiate, encourage, participate in or engage in any proxy solicitation
         or contest or otherwise publicly oppose the Board of Directors of the
         Company.

    (c)  initiate, encourage or propose any shareholder proposal regarding the
         Company.

    (d)  disclose to any third party, or make any filing under the Securities
         Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including,
         without limitation, under Section 13(d) thereof, disclosing, any
         intention, plan or arrangement inconsistent with any term or provision
         of this Agreement.

    (e)  join, or in any way participate, in a "group" as that term is defined
         in the Exchange Act in connection with any action, plan, arrangement or
         objective prohibited by or inconsistent with any term or provision of
         this Agreement.

    (f)  seek to control the management, policies, affairs, actions, or business
         of the Company, including, without limitation, by taking any action to
         seek to obtain representation on the Company's Board of Directors.

    (g)  have any communications with any of the Company's other shareholders,
         directors, officers, associates, employees, customers or suppliers
         regarding matters relating to


                                       2
<PAGE>

         the Company that could reasonably be expected to, or with an intention
         to, interfere with or otherwise adversely affect the operation of the
         Company and/or the Company's relationship with any of the
         aforementioned constituents of the Company.


SECTION 3. VOTING. Loeb agrees that it shall vote any and all shares of Loeb's
Common Stock in favor of the position advocated by a majority of the Company's
Board of Directors until such time as Loeb has completed the disposition of
Loeb's Common Stock in accordance with the terms and provisions of this
Agreement.


SECTION 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

    (a)  Representations of the Company. The Company represents, warrants and
         covenants to Loeb that: (i) the Company has full legal right, power and
         authority to enter into and perform this Agreement; (ii) the execution
         and delivery of this Agreement by the Company and the consummation by
         it of the transactions, terms and conditions contemplated by this
         Agreement have been duly authorized by the Company; (iii) this
         Agreement constitutes a valid, binding and enforceable agreement of the
         Company; and (iv) the Company will use its best efforts to commence the
         Tender Offer within 60 days of the date first written above.

    (b)  Representations of Loeb. Each member of Loeb, jointly and severally,
         represents, warrants and covenants to the Company that: (i) it has the
         full legal right, power and authority to enter into and perform this
         Agreement; (ii) the execution and delivery of this Agreement and the
         consummation of the transactions, terms, conditions, restrictions and
         limitations contemplated by this Agreement have been duly authorized by
         each member of Loeb; (iii) this Agreement constitutes a valid, binding
         and enforceable Agreement of each member of Loeb; (iv) Loeb owns,
         directly or indirectly, beneficially or otherwise, all of the Loeb's
         Common Stock, and except as otherwise indicated to the Company, none of
         Loeb, any member of Loeb or any affiliate or associate thereof owns any
         other Company common stock, directly or indirectly, beneficially or
         otherwise, or any rights or interests in any Company common stock; (v)
         no member of Loeb has any agreement, arrangement or understanding with
         any person including, without limitation, any possible shareholder
         proposal with respect to the Company, with respect to any possible
         solicitation of proxies for any matter with respect to the Company or
         with respect to any matter prohibited by Sections 1, 2 or 3 of this
         Agreement; (vi) it shall, and shall ensure that any and all affiliates,
         associates, directors, officers, partners (general or limited), members
         and principles of each member of Loeb, comply with and fulfill all of
         the obligations and restrictions that apply to Loeb pursuant to this
         Agreement; (vii) it will not request, directly or indirectly, a waiver
         or modification of any provision of this Agreement; and (viii) each
         member of Loeb hereby waives and releases any and all claims against
         the Company, its directors, officers and agents arising under this
         Agreement or otherwise, including, without limitation, any claim to
         terminate or suspend performance of this Agreement other than in
         accordance with Section 5.


                                       3
<PAGE>


SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate
this Agreement rendering it null, void and of no force or effect, if the Company
fails for any reason to commence the Tender Offer. Notwithstanding the previous
sentence, the Company may not terminate this Agreement, unless it has made a
good faith effort to obtain the necessary financing and make the appropriate
regulatory filings to commence the Tender Offer pursuant to the terms of this
Agreement.

SECTION 6.  MISCELLANEOUS.

    (a)  Specific Performance. The Company and each member of Loeb acknowledge
         and agree that irreparable damage would occur in the event that any
         provision, term, condition, representation, warranty, covenant or
         restriction were not performed or complied with in accordance with
         their specific terms or were otherwise breached. It is accordingly
         agreed that the parties shall be entitled to an injunction or
         injunctions to prevent or cure breaches of the provisions of this
         Agreement and to enforce specifically the terms and provisions hereof,
         this being in addition to any other remedy to which they may be
         entitled by law or equity.

    (b)  Joint and Several Liability. Each member of Loeb shall be jointly and
         severally liable for any breach of this Agreement by any other member
         of Loeb.

    (c)  Non-Disclosure. The Company agrees promptly to issue a press release
         announcing, among other things, the execution of this Agreement and the
         material non-public information contained herein. Except for the
         issuance of such press release, the Company and Loeb agree not to make
         (and Loeb agrees to ensure that its affiliates, associates, directors,
         officers, partners (general or limited), members and principals do not
         make) any disclosure with respect to this Agreement, the performance
         hereof or any matter covered hereby; provided that, neither the Company
         nor Loeb shall be restricted from making such disclosure if and to the
         extent it shall be advised by independent legal counsel that such
         disclosure is required by law or administrative regulation or by the
         regulations of the American Stock Exchange; provided however, that
         prior to such a disclosure, the disclosing party shall provide notice
         to the other party of such intention to disclose and the notice shall
         provide a reasoned legal analysis as to why such disclosure is required
         by law, administrative regulation or regulation of the American Stock
         Exchange.

    (d)  Severability. If any term, provision, covenant or restriction of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         void or unenforceable, the remainder of the terms, provisions,
         covenants and restrictions of this Agreement shall remain in full force
         and effect.

    (e)  Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument. This
         Agreement may be executed by facsimile signatures.

    (f)  Governing Law. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Delaware without
         regard to conflicts of laws


                                       4
<PAGE>

         principally that would require the application of any other law. Any
         action or proceeding seeking to enforce any provision of, or based on
         any claims for equitable relief arising out of this Agreement may be
         brought against any of the Parties only in the federal or state courts
         of Delaware and each of the Parties consents to the jurisdiction of
         such courts (and of the appropriate appellate courts) in any such
         action or proceeding and waives any objection to venue laid therein.
         Process in any action or proceeding referred to in the preceding
         sentence may be served on any party anywhere in the world.

    (g)  Entire Agreement. This Agreement contains the entire understanding of
         the Parties with respect to the matters covered hereby and this
         Agreement may be amended only by an agreement in writing executed by
         the Parties hereto.

    (h)  Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing and be effective (a) when
         personally delivered on a business day during normal business hours at
         the address designated below; or (b)on the business day following the
         date of mailing by overnight courier, fully prepaid, addressed to such
         address.


            i.   Notice to the Company:

                           220 Hickory Street
                           Warren, Pennsylvania 16366-0001
                           Attention:

            ii.  Notice to Loeb:

                           --------------

                           --------------

                           --------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>





         IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

BLAIR CORPORATION

By:  /s/ CRAIG N. JOHNSON
     ---------------------------------------------------------
Name:  Craig N. Johnson
Title: Board Chairman

LOEB ARBITRAGE FUND

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: President, General Partner

LOEB ARBITRAGE MANAGEMENT

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: President

LOEB PARTNERS CORPORATION

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: Executive Vice President

LOEB HOLDING CORPORATION

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: Officer

LOEB OFFSHORE FUND, LIMITED

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: Director

LOEB OFFSHORE MANAGEMENT, LLC

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: President


<PAGE>



LOEB MARATHON FUND

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: President, General Partner

LOEB MARATHON OFFSHORE FUND, LIMITED

By:  /s/ GIDEON J. KING
     ---------------------------------------------------------
Name: Gideon J. King
Title: Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>j1420001exv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>

                                                                Exhibit 10.2

                                    AGREEMENT

         This agreement (the "AGREEMENT") dated as of May 24, 2005, is entered
into by, between and among, Blair Corporation, a Delaware corporation (the
"COMPANY") and Santa Monica Partners Opportunity Fund L.P., a New York limited
partnership, Santa Monica Partners, L.P., a New York limited partnership, Santa
Monica Partners Asset Management LLC, a Delaware limited liability company, SMP
Asset Management LLC, a Delaware limited liability company, Mr. Phillip
Goldstein, Mr. Lawrence Goldstein and Mr. Andrew Dakos (each a member of, and
who shall collectively be referred to as, "SANTA MONICA" and together with the
Company, the "PARTIES").

                                    RECITALS

         WHEREAS, it is the Company's present intention to conduct a tender
offer for the purchase of its common stock to commence within approximately 60
days provided it can reach certain agreements with Santa Monica regarding Santa
Monica's sale of Company's common stock;

         WHEREAS, the Parties have negotiated to enter in this Agreement to
provide for the orderly disposition of Santa Monica's holdings of the Company's
common stock and the orderly governance of the Company going forward;

         NOW, THEREFORE, intending to be legally bound, and for, and in
consideration of, the terms, conditions and mutual obligations set forth herein,
including the performance by each of the Parties of their respective mutual and
independent covenants, representations and obligations as set forth herein, and
understanding the meaning and legal effect of entering into this Agreement, the
Parties hereto stipulate, agree, warrant and represent as follows:


SECTION 1.  COMPANY TENDER OFFER AND STOCK DISPOSITION.

    (a)  The Company agrees that it shall conduct a tender offer for the
         purchase of its common stock having an aggregate value of $185 million
         at a per share price of $42.00 to be commenced on or before August 1,
         2005 (the "TENDER OFFER").

    (b)  The Company confirms that it has received a commitment from the Board
         of Directors and senior management of the Company that they will not
         tender more than 25% of their holdings of the Company's common stock in
         the Tender Offer.

    (c)  Santa Monica agrees that it will, and will ensure that its affiliates
         or associates shall, tender any and all shares of the Company's common
         stock , par value $.01, that it

<PAGE>

         owns, directly or indirectly, beneficially or otherwise (the "SANTA
         MONICA'S COMMON STOCK"), in the Tender Offer.

    (d)  Santa Monica agrees that it shall not dispose of Santa Monica's Common
         Stock in a block sale(s) (for the purposes of this Agreement "block
         sale" shall mean, a public or private sale, in a single or series of
         coordinated transaction(s), of a block of 100,000 or more shares of
         Company common stock) between the date first written above and the date
         upon which Santa Monica tenders Santa Monica's Common Stock in the
         Tender Offer. Santa Monica further agrees that following the close of
         the Tender Offer, to the extent it has identified, or been presented
         with, a third party that is willing and able to acquire, in a block
         sale(s), any proportion of, or all of, Santa Monica's Common Stock, the
         Company shall have a right of first refusal with respect thereto.

    (e)  Santa Monica agrees that it shall not acquire any additional shares of
         the Company's common stock, directly or indirectly, beneficially or
         otherwise, for a period of 5 years commencing as of the date first
         written above (the "RESTRICTION PERIOD").


SECTION 2. STANDSTILL PROVISIONS. Santa Monica agrees that during the
Restriction Period neither it nor any affiliate nor associate shall:

    (a)  make any statement, proposal or offer, whether written or oral, to the
         Company's Board of Directors or to any director, officer or agent of
         the Company, or make any public announcement, proposal or offer with
         respect to an acquisition, merger (or other business combination),
         sale, transfer of the Company's assets, recapitalization, dividend,
         share repurchase, liquidation or other extraordinary corporate
         transaction with the Company or any other transaction that could result
         in a change of control of the Company; and Santa Monica commits not to
         solicit or encourage any other person to make such an announcement,
         statement, proposal or offer, or to take any action that might require
         the Company to make a public announcement regarding the possibility of
         any such transaction or similar transaction, and commits not to advise,
         assist or encourage any other person in connection with any of the
         foregoing.

    (b)  initiate, encourage, participate in or engage in any proxy solicitation
         or contest or otherwise publicly oppose the Board of Directors of the
         Company.

    (c)  initiate, encourage or propose any shareholder proposal regarding the
         Company.

    (d)  disclose to any third party, or make any filing under the Securities
         Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including,
         without limitation, under Section 13(d) thereof, disclosing, any
         intention, plan or arrangement inconsistent with any term or provision
         of this Agreement.

    (e)  join, or in any way participate, in a "group" as that term is defined
         in the Exchange Act in connection with any action, plan, arrangement or
         objective prohibited by or inconsistent with any term or provision of
         this Agreement.


                                       2
<PAGE>

    (f)  seek to control the management, policies, affairs, actions, or business
         of the Company, including, without limitation, by taking any action to
         seek to obtain representation on the Company's Board of Directors.

    (g)  have any communications with any of the Company's other shareholders,
         directors, officers, associates, employees, customers or suppliers
         regarding matters relating to the Company that could reasonably be
         expected to, or with an intention to, interfere with or otherwise
         adversely affect the operation of the Company and/or the Company's
         relationship with any of the aforementioned constituents of the
         Company.


SECTION 3. VOTING. Santa Monica agrees that it shall vote any and all shares of
Santa Monica's Common Stock in favor of the position advocated by a majority of
the Company's Board of Directors until such time as Santa Monica has completed
the disposition of Santa Monica's Common Stock in accordance with the terms and
provisions of this Agreement.

SECTION 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

    (a)  Representations of the Company. The Company represents, warrants and
         covenants to Santa Monica that: (i) the Company has full legal right,
         power and authority to enter into and perform this Agreement; (ii) the
         execution and delivery of this Agreement by the Company and the
         consummation by it of the transactions, terms and conditions
         contemplated by this Agreement have been duly authorized by the
         Company; (iii) this Agreement constitutes a valid, binding and
         enforceable agreement of the Company; and (iv) the Company will use its
         best efforts to commence the Tender Offer within 60 days of the date
         first written above.

    (b)  Representations of Santa Monica. Each member of Santa Monica, jointly
         and severally, represents, warrants and covenants to the Company that:
         (i) it has the full legal right, power and authority to enter into and
         perform this Agreement; (ii) the execution and delivery of this
         Agreement and the consummation of the transactions, terms, conditions,
         restrictions and limitations contemplated by this Agreement have been
         duly authorized by each member of Santa Monica; (iii) this Agreement
         constitutes a valid, binding and enforceable Agreement of each member
         of Santa Monica; (iv) Santa Monica owns, directly or indirectly,
         beneficially or otherwise, all of the Santa Monica's Common Stock and
         none of Santa Monica, any member of Santa Monica or any affiliate or
         associate thereof owns any other Company common stock, directly or
         indirectly, beneficially or otherwise, or any rights or interests in
         any Company common stock; (v) no member of Santa Monica has any
         agreement, arrangement or understanding with any person including,
         without limitation, any possible shareholder proposal with respect to
         the Company, with respect to any possible solicitation of proxies for
         any matter with respect to the Company or with respect to any matter
         prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and
         shall ensure that any and all affiliates, associates, directors,
         officers, partners (general or limited), members and principles of each
         member of Santa Monica, comply with and fulfill all of the obligations
         and restrictions that apply to Santa


                                       3
<PAGE>

         Monica pursuant to this Agreement; (vii) it will not request, directly
         or indirectly, a waiver or modification of any provision of this
         Agreement; and (viii) each member of Santa Monica hereby waives and
         releases any and all claims against the Company, its directors,
         officers and agents arising under this Agreement or otherwise,
         including, without limitation, any claim to terminate or suspend
         performance of this Agreement other than in accordance with Section 5.

SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate
this Agreement rendering it null, void and of no force or effect, if the Company
fails for any reason to commence the Tender Offer; provided that, the Company
has made a good faith effort to obtain the financing necessary to carry out the
Tender Offer and has failed to acquire such financing.

SECTION 6.  MISCELLANEOUS.

    (a)  Specific Performance. The Company and each member of Santa Monica
         acknowledge and agree that irreparable damage would occur in the event
         that any provision, term, condition, representation, warranty, covenant
         or restriction were not performed or complied with in accordance with
         their specific terms or were otherwise breached. It is accordingly
         agreed that the parties shall be entitled to an injunction or
         injunctions to prevent or cure breaches of the provisions of this
         Agreement and to enforce specifically the terms and provisions hereof,
         this being in addition to any other remedy to which they may be
         entitled by law or equity.

    (b)  Joint and Several Liability. Each member of Santa Monica shall be
         jointly and severally liable for any breach of this Agreement by any
         other member of Santa Monica; provided that, to the extent the entities
         identified on the Schedule 13D filed with the Securities and Exchange
         Commission on June 16, 2004 file an amended Schedule 13D announcing
         that each entity is no longer a part of, and no longer intends to act
         as, a "group" (as such term is used in Section 13d(3) of the Exchange
         Act), each such entity shall no longer be liable for any breach of this
         Agreement by any other entity that is a party to this Agreement.

    (c)  Non-Disclosure. The Company agrees promptly to issue a press release
         announcing, among other things, the execution of this Agreement and the
         material non-public information contained herein. Except for the
         issuance of such press release, the Company and Santa Monica agree not
         to make (and Santa Monica agrees to ensure that its affiliates,
         associates, directors, officers, partners (general or limited), members
         and principals do not make) any disclosure with respect to this
         Agreement, the performance hereof or any matter covered hereby;
         provided that, neither the Company nor Santa Monica shall be restricted
         from making such disclosure if and to the extent it shall be advised by
         independent legal counsel that such disclosure is required by law or
         administrative regulation or by the regulations of the American Stock
         Exchange; provided however, that prior to such a disclosure, the
         disclosing party shall provide notice to the other party of such
         intention to disclose and the


                                       4
<PAGE>

         notice shall provide a reasoned legal analysis as to why such
         disclosure is required by law, administrative regulation or regulation
         of the American Stock Exchange.

    (d)  Severability. If any term, provision, covenant or restriction of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         void or unenforceable, the remainder of the terms, provisions,
         covenants and restrictions of this Agreement shall remain in full force
         and effect.

    (e)  Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument. This
         Agreement may be executed by facsimile signatures.

    (f)  Governing Law. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Delaware without
         regard to conflicts of laws principally that would require the
         application of any other law. Any action or proceeding seeking to
         enforce any provision of, or based on any claims for equitable relief
         arising out of this Agreement may be brought against any of the Parties
         only in the federal or state courts of Delaware and each of the Parties
         consents to the jurisdiction of such courts (and of the appropriate
         appellate courts) in any such action or proceeding and waives any
         objection to venue laid therein. Process in any action or proceeding
         referred to in the preceding sentence may be served on any party
         anywhere in the world.

    (g)  Entire Agreement. This Agreement contains the entire understanding of
         the Parties with respect to the matters covered hereby and this
         Agreement may be amended only by an agreement in writing executed by
         the Parties hereto.

    (h)  Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing and be effective (a) when
         personally delivered on a business day during normal business hours at
         the address designated below; or (b)on the business day following the
         date of mailing by overnight courier, fully prepaid, addressed to such
         address.

            i.   Notice to the Company:

                           220 Hickory Street
                           Warren, Pennsylvania 16366-0001
                           Attention:


            ii.  Notice to Santa Monica:

                           --------------

                           --------------

                           --------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>





         IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

BLAIR CORPORATION

By:  /s/ CRAIG N. JOHNSON
     ---------------------------------------------------------
Name: Craig N. Johnson
Title: Chairman of the Board

SANTA MONICA PARTNERS OPPORTUNITY FUND L.P

By:
     ---------------------------------------------------------
Name:
Title:

SANTA MONICA PARTNERS, L.P.

By:
     ---------------------------------------------------------
Name:
Title:

SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By:
     ---------------------------------------------------------
Name:
Title:

SMP ASSET MANAGEMENT LLC

By:
     ---------------------------------------------------------
Name:
Title:

MR. PHILLIP GOLDSTEIN

By:  /s/ PHILLIP GOLDSTEIN
     ---------------------------------------------------------
Name: Phillip Goldstein


MR. LAWRENCE GOLDSTEIN

By:
     ---------------------------------------------------------
Name:


<PAGE>



MR. ANDREW DAKOS

By:  /s/ ANDREW DAKOS
     ---------------------------------------------------------
Name: Andrew Dakos

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>j1420001exv10w3.txt
<DESCRIPTION>EX-10.3
<TEXT>
<PAGE>
                                                                Exhibit 10.3

                                    AGREEMENT

         This agreement (the "AGREEMENT") dated as of May 25, 2005, is entered
into by, between and among, Blair Corporation, a Delaware corporation (the
"COMPANY") and Santa Monica Partners Opportunity Fund L.P., a New York limited
partnership, Santa Monica Partners, L.P., a New York limited partnership, Santa
Monica Partners Asset Management LLC, a Delaware limited liability company, SMP
Asset Management LLC, a Delaware limited liability company, and Mr. Lawrence
Goldstein (each a member of, and who shall collectively be referred to as,
"SANTA MONICA" and together with the Company, the "PARTIES").


                                    RECITALS

         WHEREAS, it is the Company's present intention to conduct a tender
offer for the purchase of its common stock to commence within approximately 60
days provided it can reach certain agreements with Santa Monica regarding Santa
Monica's sale of Company's common stock;

         WHEREAS, the Parties have negotiated to enter in this Agreement to
provide for the orderly disposition of Santa Monica's holdings of the Company's
common stock and the orderly governance of the Company going forward;

         NOW, THEREFORE, intending to be legally bound, and for, and in
consideration of, the terms, conditions and mutual obligations set forth herein,
including the performance by each of the Parties of their respective mutual and
independent covenants, representations and obligations as set forth herein, and
understanding the meaning and legal effect of entering into this Agreement, the
Parties hereto stipulate, agree, warrant and represent as follows:

SECTION 1.  COMPANY TENDER OFFER AND STOCK DISPOSITION.

    (a)  The Company agrees that it shall conduct a tender offer for the
         purchase of its common stock having an aggregate value of $185 million
         at a per share price of $42.00 to be commenced on or before August 1,
         2005 (the "TENDER OFFER").

    (b)  The Company confirms that it has received a commitment from each member
         of the Board of Directors of the Company that he/she will not tender
         any of their holdings of the Company's common stock in the Tender
         Offer.

    (c)  Santa Monica agrees that it will, and will ensure that its affiliates
         or associates shall, tender any and all shares of the Company's common
         stock , par value $.01, that it owns, directly or indirectly,
         beneficially or otherwise (the "SANTA MONICA'S COMMON STOCK"), in the
         Tender Offer.

<PAGE>

    (d)  Santa Monica agrees that it shall not dispose of Santa Monica's Common
         Stock in a block sale(s) (for the purposes of this Agreement "block
         sale" shall mean, a public or private sale, in a single or series of
         coordinated transaction(s), of a block of 100,000 or more shares of
         Company common stock) between the date first written above and the date
         upon which Santa Monica tenders Santa Monica's Common Stock in the
         Tender Offer. Santa Monica further agrees that following the close of
         the Tender Offer, to the extent it has identified, or been presented
         with, a third party that is willing and able to acquire, in a block
         sale(s), any proportion of, or all of, Santa Monica's Common Stock, the
         Company shall have a right of first refusal with respect thereto.

    (e)  Santa Monica agrees that it shall not acquire any additional shares of
         the Company's common stock, directly or indirectly, beneficially or
         otherwise, for a period of 5 years commencing as of the date first
         written above (the "RESTRICTION PERIOD").



SECTION 2. STANDSTILL PROVISIONS. Santa Monica agrees that during the
Restriction Period neither it nor any affiliate nor associate shall:

    (a)  make any statement, proposal or offer, whether written or oral, to the
         Company's Board of Directors or to any director, officer or agent of
         the Company, or make any public announcement, proposal or offer with
         respect to an acquisition, merger (or other business combination),
         sale, transfer of the Company's assets, recapitalization, dividend,
         share repurchase, liquidation or other extraordinary corporate
         transaction with the Company or any other transaction that could result
         in a change of control of the Company; and Santa Monica commits not to
         solicit or encourage any other person to make such an announcement,
         statement, proposal or offer, or to take any action that might require
         the Company to make a public announcement regarding the possibility of
         any such transaction or similar transaction, and commits not to advise,
         assist or encourage any other person in connection with any of the
         foregoing.

    (b)  initiate, encourage, participate in or engage in any proxy solicitation
         or contest or otherwise publicly oppose the Board of Directors of the
         Company.

    (c)  initiate, encourage or propose any shareholder proposal regarding the
         Company.

    (d)  disclose to any third party, or make any filing under the Securities
         Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including,
         without limitation, under Section 13(d) thereof, disclosing, any
         intention, plan or arrangement inconsistent with any term or provision
         of this Agreement.

    (e)  join, or in any way participate, in a "group" as that term is defined
         in the Exchange Act in connection with any action, plan, arrangement or
         objective prohibited by or inconsistent with any term or provision of
         this Agreement.

    (f)  seek to control the management, policies, affairs, actions, or business
         of the Company, including, without limitation, by taking any action to
         seek to obtain representation on the Company's Board of Directors.


                                       2
<PAGE>

    (g)  have any communications with any of the Company's other shareholders,
         directors, officers, associates, employees, customers or suppliers
         regarding matters relating to the Company that could reasonably be
         expected to, or with an intention to, interfere with or otherwise
         adversely affect the operation of the Company and/or the Company's
         relationship with any of the aforementioned constituents of the
         Company.

SECTION 3. VOTING. Santa Monica agrees that it shall vote any and all shares of
Santa Monica's Common Stock in favor of the position advocated by a majority of
the Company's Board of Directors until such time as Santa Monica has completed
the disposition of Santa Monica's Common Stock in accordance with the terms and
provisions of this Agreement.

SECTION 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

    (a)  Representations of the Company. The Company represents, warrants and
         covenants to Santa Monica that: (i) the Company has full legal right,
         power and authority to enter into and perform this Agreement; (ii) the
         execution and delivery of this Agreement by the Company and the
         consummation by it of the transactions, terms and conditions
         contemplated by this Agreement have been duly authorized by the
         Company; (iii) this Agreement constitutes a valid, binding and
         enforceable agreement of the Company; and (iv) the Company will use its
         best efforts to commence the Tender Offer within 60 days of the date
         first written above.

    (b)  Representations of Santa Monica. Each member of Santa Monica, jointly
         and severally, represents, warrants and covenants to the Company that:
         (i) it has the full legal right, power and authority to enter into and
         perform this Agreement; (ii) the execution and delivery of this
         Agreement and the consummation of the transactions, terms, conditions,
         restrictions and limitations contemplated by this Agreement have been
         duly authorized by each member of Santa Monica; (iii) this Agreement
         constitutes a valid, binding and enforceable Agreement of each member
         of Santa Monica; (iv) Santa Monica owns, directly or indirectly,
         beneficially or otherwise, all of the Santa Monica's Common Stock and
         none of Santa Monica, any member of Santa Monica or any affiliate or
         associate thereof owns any other Company common stock, directly or
         indirectly, beneficially or otherwise, or any rights or interests in
         any Company common stock; (v) no member of Santa Monica has any
         agreement, arrangement or understanding with any person including,
         without limitation, any possible shareholder proposal with respect to
         the Company, with respect to any possible solicitation of proxies for
         any matter with respect to the Company or with respect to any matter
         prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and
         shall ensure that any and all affiliates, associates, directors,
         officers, partners (general or limited), members and principles of each
         member of Santa Monica, comply with and fulfill all of the obligations
         and restrictions that apply to Santa Monica pursuant to this Agreement;
         (vii) it will not request, directly or indirectly, a waiver or
         modification of any provision of this Agreement; and (viii) each member
         of Santa Monica hereby waives and releases any and all claims against
         the Company, its directors, officers and agents arising under this
         Agreement or otherwise, including,


                                       3
<PAGE>


         without limitation, any claim to terminate or suspend performance of
         this Agreement other than in accordance with Section 5.

SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate
this Agreement rendering it null, void and of no force or effect, if the Company
fails for any reason to commence the Tender Offer; provided that, the Company
has made a good faith effort to obtain the financing necessary to carry out the
Tender Offer and has failed to acquire such financing.

SECTION 6.  MISCELLANEOUS.

    (a)  Specific Performance. The Company and each member of Santa Monica
         acknowledge and agree that irreparable damage would occur in the event
         that any provision, term, condition, representation, warranty, covenant
         or restriction were not performed or complied with in accordance with
         their specific terms or were otherwise breached. It is accordingly
         agreed that the parties shall be entitled to an injunction or
         injunctions to prevent or cure breaches of the provisions of this
         Agreement and to enforce specifically the terms and provisions hereof,
         this being in addition to any other remedy to which they may be
         entitled by law or equity.

    (b)  Joint and Several Liability. Each member of Santa Monica shall be
         jointly and severally liable for any breach of this Agreement by any
         other member of Santa Monica; provided that, to the extent the entities
         identified on the Schedule 13D filed with the Securities and Exchange
         Commission on June 16, 2004 file an amended Schedule 13D announcing
         that each entity is no longer a part of, and no longer intends to act
         as, a "group" (as such term is used in Section 13d(3) of the Exchange
         Act), each such entity shall no longer be liable for any breach of this
         Agreement by any other entity that is a party to this Agreement.

    (c)  Non-Disclosure. The Company agrees promptly to issue a press release
         announcing, among other things, the execution of this Agreement and the
         material non-public information contained herein. Except for the
         issuance of such press release, the Company and Santa Monica agree not
         to make (and Santa Monica agrees to ensure that its affiliates,
         associates, directors, officers, partners (general or limited), members
         and principals do not make) any disclosure with respect to this
         Agreement, the performance hereof or any matter covered hereby;
         provided that, neither the Company nor Santa Monica shall be restricted
         from making such disclosure if and to the extent it shall be advised by
         independent legal counsel that such disclosure is required by law or
         administrative regulation or by the regulations of the American Stock
         Exchange; provided however, that prior to such a disclosure, the
         disclosing party shall provide notice to the other party of such
         intention to disclose and the notice shall provide a reasoned legal
         analysis as to why such disclosure is required by law, administrative
         regulation or regulation of the American Stock Exchange.

    (d)  Severability. If any term, provision, covenant or restriction of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         void or unenforceable, the


                                    4
<PAGE>

         remainder of the terms, provisions, covenants and restrictions of this
         Agreement shall remain in full force and effect.

    (e)  Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument. This
         Agreement may be executed by facsimile signatures.

    (f)  Governing Law. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Delaware without
         regard to conflicts of laws principally that would require the
         application of any other law. Any action or proceeding seeking to
         enforce any provision of, or based on any claims for equitable relief
         arising out of this Agreement may be brought against any of the Parties
         only in the federal or state courts of Delaware and each of the Parties
         consents to the jurisdiction of such courts (and of the appropriate
         appellate courts) in any such action or proceeding and waives any
         objection to venue laid therein. Process in any action or proceeding
         referred to in the preceding sentence may be served on any party
         anywhere in the world.

    (g)  Entire Agreement. This Agreement contains the entire understanding of
         the Parties with respect to the matters covered hereby and this
         Agreement may be amended only by an agreement in writing executed by
         the Parties hereto.

    (h)  Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing and be effective (a) when
         personally delivered on a business day during normal business hours at
         the address designated below; or (b)on the business day following the
         date of mailing by overnight courier, fully prepaid, addressed to such
         address.

            i.   Notice to the Company:

                           220 Hickory Street
                           Warren, Pennsylvania 16366-0001
                           Attention:


            ii.  Notice to Santa Monica:

                           --------------

                           --------------

                           --------------



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5

<PAGE>





         IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

BLAIR CORPORATION

By:  /s/ CRAIG N. JOHNSON
     ---------------------------------------------------------
Name: Craig N. Johnson
Title: Board Chairman

SANTA MONICA PARTNERS OPPORTUNITY FUND L.P

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SANTA MONICA PARTNERS, L.P.

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SMP ASSET MANAGEMENT LLC

By:
     ---------------------------------------------------------
Name:
Title:

MR. LAWRENCE GOLDSTEIN

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>j1420001exv99w1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                                                                  Exhibit 99.1

BLAIR CORPORATION                                                     AMEX: BL
220 HICKORY STREET o WARREN, PENNSYLVANIA  16366-001

FOR IMMEDIATE RELEASE:
----------------------
CONTACTS:
Blair Corporation
Bryan Flanagan, SVP/ Chief Financial Officer
Tom McKeever, SVP/ Operations and Administration
814 723 3600

BLAIR CORPORATION ANNOUNCES TENDER OFFER FOR BLAIR COMMON STOCK

WARREN, Pa., (May 25, 2005) - The Board of Directors of 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 its intention to 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 Directors have agreed not to participate in the
tender. The tender will begin on or about August 1, 2005 and will be completed
shortly thereafter.

For the purpose of this transaction, Blair will obtain a credit facility of up
to $200 million, which will be used in part, together with $40 million of
Blair's cash reserves, to fund the stock tender. Blair intends to pay down the
portion of the credit facility used to finance the stock tender 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.

As a result of this tender offer, two of Blair's major shareholder groups, Loeb
Partners Corporation and Santa Monica Opportunity Fund L.P., have each
separately agreed to enter into "standstill" agreements with Blair and tender
all of their shares. As part of the standstill agreements, the two groups have
agreed they will not attempt to exercise any control over management of Blair,
they will vote in accordance with the board and management of Blair, and they
will not acquire any additional shares of Blair for a period of five years.

"Blair will not accept Loeb's recent offer to acquire the company," said John
Zawacki, president and CEO, Blair Corporation, "but will instead go forward with
the repurchase of more than half of our shares. We believe the interests of our
shareholders, a fundamental priority of the Board, are best served by this stock
tender buyback and the entrance into standstill agreements with two of our
institutional investors. We are very pleased to reward our long standing
investors and are convinced that Blair's dedication to our core customers and
our independence as a Warren- based company will maximize shareholder value for
many years to come."


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

<PAGE>


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).

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>
