SecProbe.io

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Mail Stop 0308
	June 27, 2005

Philip W. Roizin
Executive Vice President, Finance and Administration
Brookstone, Inc.
One Innovation Way
Merrimack, New Hampshire 03054

          Re:	Brookstone, Inc.
	Preliminary Schedule 14A
	Filed May 25, 2005
	File No. 0-21406
	Schedule 13E-3
	Filed May 25, 2005

Dear Mr. Roizin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	We note that there are numerous filers listed on your
Schedule
13E-3 and we have asked you to add additional filing persons. To
the
extent applicable, please respond to each comment below for each
new
filing person.

Schedule 13E-3
1. Rule 13e-3 requires each issuer and affiliate engaged in a
going-
private transaction file a Schedule 13E-3 and provide all required
disclosures.  The staff takes the position that members of senior
management of the issuer that is going private are affiliates of
that
issuer.  In particular, disclosure in your preliminary Schedule
14A
indicates that certain members of senior management may be in a
position to "control" the surviving company within the meaning of
Exchange Act Rule 12b-2.  Please identify these members of
management
and add them as filing persons on the Schedule 13E-3 or explain
why
they should not be so included.  Focus on those executive officers
and members of senior management who will make an equity
investment
in OSIM Brookstone Holdings, L.P. (see page 67 of the proxy
statement), and any other Brookstone affiliates who will retain or
obtain an equity interest in the company going forward.
2. We note that Brookstone Holdings Corp. is owned by OSIM
International Ltd., J.W. Childs Associates, L.P., and Temasek
Capital
(Private) Limited.  We believe these entities are also engaged in
the
going private transaction.  Please add them as filing persons on
the
Schedule 13E-3 or explain why they should not be so included.  See
Section II.D.3 of the Division of Corporation Finance "Current
Issues
and Rulemaking Projects" outline, dated November 14, 2000 and
available on the SEC website at www.sec.gov.
3. See comment 2 above regarding the need to add OSIM
International,
J.W. Childs Associates and Temasek Capital as filers on the
Schedule
13E-3.  The disclosure on page 56 references an investor group
that
"includes" these three entities, which will provide $240,000,000
to
partially fund the merger. The use of the term "includes" implies
that there are other members of the investor group.  Please
disclose.
Note that to the extent that there are additional members of that
group who are providing a significant portion of the financing for
the merger, you may also have to add those additional parties as
filing persons on the Schedule 13E-3.
4. We note that a significant portion of the funding for the
merger
will come from a note offering by an affiliate of Brookstone.  In
your response letter, tell us the identities of the persons who
have
committed to purchase the senior unsecured notes.
5. Each filing person must individually comply with the filing,
dissemination, disclosure and signature requirements of Schedule
13E-
3.  Therefore, you will need to include all of the information
required by Schedule 13E-3 and its instructions for all filing
persons, including those added in response to the preceding
comments.
For example, include a statement as to whether each person
believes
the Rule 13e-3 transaction to be fair to unaffiliated security
holders and an analysis of the material factors upon which he
relied
in reaching such a conclusion.  See Item 8 of Schedule 13E-3, Item
1014 of Regulation M-A and Question and Answer No. 5 of Exchange
Act
Release No. 34-17719 (April 13, 1981).  In this regard, the
reasons
for the transaction and the alternatives considered by these
affiliates may be different than those of the company, and this
fact
should be reflected in the disclosure.  In addition, be sure that
each new filer signs the Schedule 13E-3 in his or her individual
capacity. For existing filers on the Schedule 13E-3, it appears
that
some required disclosure for persons other than the company may
have
been omitted. For example, it appears that some other filers
engaged
a financial advisor in connection with this transaction, but no
Item
1015 disclosure is included. Please revise.
6. General Instruction C to Schedule 13E-3 requires you to provide
information about control persons where named filers are corporate
entities.  Please revise to ensure that you have provided all
disclosure required by Items 3, 5, 6, 10 and 11 for all filing
persons, including those added in response to the preceding
comments.

Financial Statements
7. We note that you have incorporated by reference the financial
statements for the year ended January 29, 2005 and that you
included
in the document disseminated to investors the summary financial
statements required by Item 1010(c) of Regulation M-A.  The pro
forma
data set forth in paragraphs (b) and (c)(6) of Item 1010 is also
required.  Please revise your disclosure or tell us why the pro
forma
financial data is not required.

Exhibits
8. Please file each of the management agreement and the management
reinvestment agreement described on page 64 of your proxy
statement
as exhibits to this Schedule 13E-3.  Refer to Item 1016 (d) and
(e)
for guidance.  With respect to the remaining agreements described
on
page 64 and subsequent pages of your proxy statements, file the
form
of those agreements as exhibits.

Schedule 14A
9. Please fill in the blanks in the proxy statement.
Summary Term Sheet
10. Please consolidate the disclosure in this Summary Term Sheet,
the
Question and Answer section and the Summary section to avoid
duplication of the same information.
11. We note the disclosure on pages 56-7 that a significant
portion
of the funding for the merger is subject to the approval by the
shareholders of a filing person (OSIM).  It is not clear form the
additional disclosure there whether this vote is assured by virtue
of
the share ownership of Mr. Ron Sim.  If this approval is not
assured,
please disclose the existence of this contingency in the summary
term
sheet.
12. We note your disclosure that the special committee determined
that "the merger agreement and the transactions contemplated by
the
merger agreement were advisable and fair to, and in the best
interests of, us and our stockholders."  Please revise here and
throughout the filing to more clearly articulate whether the going
private transaction is substantively and procedurally fair to
unaffiliated stockholders.  See Item 1014(a) of Regulation M-A.
As
currently disclosed, it is unclear whether the board has made a
fairness determination directed to the unaffiliated stockholders,
as
required by Item 1014, or a fairness determination directed to
Brookstone, Inc., that includes all stockholders.
13. In the subsection "Termination Fee," please provide a brief
discussion on the consequences and risks to both Brookstone and
its
unaffiliated shareholders if the proposed merger is not
consummated
for any reason, such as termination of the agreement.  In
addition,
discuss Brookstone`s plans if termination occurs.

Questions and Answers About the Annual Meeting and the Merger

What will I receive in the merger?, page 5
14. In the discussion of the treatment of stock options and
deferred
or restricted stock awards, you state that holders of those
securities will receive compensation in the merger only if they
have
"been identified by [you] to Parent." Have you made, or will you
make, available a list of all security holders who have been
identified to the acquirors in this regard?  Have you notified any
security holders of their absence in the records provided to the
acquirors?  Has any security holder identified himself or herself
to
you as having been omitted from your disclosure to the acquirors?
Can
holders of options, restricted or deferred stock awards identify
themselves to Parent in order to receive payment for those
securities
in the merger?  Please clarify.
15. See our last comment above asking you to clarify the treatment
of
restricted and deferred stock awards and options under the merger
agreement.  If such securities held by affiliates are being
treated
differently in the merger than those held by others, this fact
should
be specifically disclosed in the proxy statement.  If for example,
the only such securities that have been "identified" to Parent are
those held by officer and directors of Brookstone, please
disclose.

What are the consequences of the merger to our directors and
executive officers?, page 6
16. Please disclose the impact under Mr. Anthony`s Change in
Control
Agreement if the merger is approved but is not consummated.
17. Refer to the second to last paragraph in this section (at the
top
of page 7).  Identify the additional executive officers and
members
of senior management of the Company who may reinvest a portion of
their merger consideration in equity securities of Parent`s
affiliate, and may also be awarded profit-sharing interests in
that
affiliate.  To the extent known, approximately describe their
interests in Parent`s affiliate going forward.  Finally, to the
extent that such individuals are not added as filers pursuant to
comment 1 above, consider whether their ongoing equity interest in
Parent`s affiliate and their special participation in profit-
sharing
dictates that they are "engaged" in this going private transaction
and should be included as filers on the Schedule 13E-3.  To the
extent that you add disclosure here, please do the same to the
similar disclosure on page 64 under "Management Reinvestment."

What will I need to do in order to receive the consideration I
will
be entitled to receive in respect of my stock options, deferred
stock
awards or restricted stock awards?, page 8
18. See comment 14 above. Explain in your disclosure how
shareholders
entitled to vote on the merger and who also hold options and/or
deferred or restricted stock awards may learn before the vote how
those securities will be treated in the merger. This information
is
obviously relevant to a voting decision on the merger.

Summary, page 10
19. Please provide an organizational chart that shows how the
ownership of Brookstone, Inc. will be structured after completion
of
the merger including the members of Brookstone management who will
retain an indirect interest in Brookstone and the owners of
Brookstone Holdings Corp.

Conditions to the Closing, page 18
20. Rather than simply referring to the "availability of funds" to
complete the merger as the relevant condition, expand to describe
the
most significant conditions to the receipt of those funds.  For
example, we note that OSIM`s obligation to fund the merger is
subject
to the approval of its shareholders.

Cautionary Statement Concerning Forward-Looking Information, page
21
21. We note the disclaimer that you do not undertake any
obligations
to update or publicly release any revisions to the forward-looking
statements or reflect events or circumstances.  This disclosure is
inconsistent with your obligation under Rules 13e-3(d)(2) and 13e-
3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material
change
in the information previously disclosed.  Please confirm that the
proxy statement will be amended and re-circulated to comply with
those rules as necessary.

Other Participants, page 22
22. Disclose here and throughout the proxy statement the names of
the
members of senior management who, along with Mr. Anthony, will
participate in the merger.
Special Factors, page 26
23. The information required by Items 7, 8 and 9 of Schedule 13E-3
must appear in a "Special Factors" section at the beginning of the
proxy statement, immediately following the Summary section.  See
Rule
13e-3(e)(1)(ii).   Please revise the proxy statement to include
this
information in a "Special Factors" section in the beginning of the
document.

Background of the Merger, page 26
24. See comments 2 and 3 above regarding the need to add as filers
on
the Schedule 13E-3 additional parties, including the members of
the
investor group that will own the company going forward.  In the
Background section, you detail meetings between the financial
advisors of the members of the investor group (such as Alpha
Advisory
and Goldman, Sachs & Co.) and the company.  Once, as we requested
above, you added the members of the investor group as filers on
the
Schedule 13E-3, you must describe in considerable detail the
"reports, opinions or appraisals" provided by their financial
advisors that are materially related to this transaction.  See
Item
1015 of Regulation M-A, as well as the information about the
advisors
required by Item 1015(b).  In this regard, please be aware that
Item
1015 encompasses both oral and written contacts between the
parties,
and is not limited to reports specifically prepared in
contemplation
of the merger if such reports are otherwise material to this
transaction.  See SEC no-action letter: Charles L. Ephraim
(September
30, 1987).
25. Explain why the board waited until March 21, 2005 to form the
special committee, despite the fact that negotiations with the
investor group regarding this transaction had commenced in 2003.
26. Here or in following sections of the proxy statement where you
identify the members of the special committee, please explicitly
describe the scope of and limitations on the special committee`s
authority with respect to this transaction.  For example, did the
special committee have the authority to reject an acquisition by
the
investor group?  Was it charged with negotiating with other
interested parties who submitted offers for the company?  Could it
solicit third party offers?
27. See our last comment.  It appears from the disclosure in this
section that the board of directors not the special committee
conducted negotiations with the potential alternate third party
bidder.  Explain why.  Given the potential conflicts of interest
of
members of senior management due to their participation in this
transaction (which caused the board to form the special
committee),
why was the special committee not charged with negotiating with
the
third party?
28. Please expand the disclosure to discuss in additional detail
why
the board chose to enter into the merger agreement while the third
party offer from another buyer remained outstanding, at a higher
price range.  Your expanded disclosure should also elaborate on
how
things were left with the third party buyer (see the last
paragraph
of this section on page 38).

Reasons for the Merger, page 38
29. We note your belief that the merger was more favorable to
stockholders than any other alternative reasonably available to
the
company, including continued organic growth and geographical
expansion.  Please clearly state whether any strategic
alternatives
to an acquisition were ever discussed.  As appropriate, expand
your
disclosure to address all alternatives considered and fully
discuss
why each alternative was rejected.  Discuss the benefits and the
risks associated with each alternative,