SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

	August 15, 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
	Amendment Filed August 8, 2005
	File No. 0-21406
	Schedule 13E-3/A
	Amendment Filed August 9, 2005

Dear Mr. Roizin:

      We have reviewed your amended filings and have the following
comments.  Please note that the page numbers referenced below
correspond to the courtesy black-lined copies you have provided.
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.

Schedule 14A

1. Refer to comment 1 in our letter dated August 2, 2005 and your
response.  From your response, we learn that Brookstone Holdings
Corp., Brookstone Acquisition Corp., OSIM Brookstone Holdings,
L.P.
and OSIM Brookstone Holdings, Inc. are "shell" entities formed
solely
to effect the merger.  As noted in comment 2 in our letter dated
July
18, 2005, we continue to believe that the entities that own and
control these shell entities must be included as filing persons on
the Schedule 13E-3.  Therefore, please add J.W. Childs Associates,
L.P., OSIM International Ltd. and Temasek Capital (Private)
Limited
as filers on the Schedule 13E-3, and revise the proxy statement
(if
necessary) to include all of the required disclosure as to each
new
entity.
2. We note that your response to comment 1 in our August 2, 2005
letter also asks permission to "remove" as Schedule 13E-3 filers
Acquisition, Parent, OBH LP and OSIM Inc., who you collectively
defined as the "Acquisition Entities." Aside from the
practicalities
of removing filers on a publicly-filed document that will remain
available on our EDGAR system, we do not believe this would be
appropriate. As the Commission noted in Exchange Act Release No.
16075 (August 2, 1979), purchasers who are not otherwise
affiliated
with a target company may be considered affiliates for purposes of
Rule 13e-3 when they have aligned themselves with affiliates (such
as
management members) of the target company as part of the terms of
the
transaction.
3. We direct your attention to comment 2 in our August 2, 2005
letter.  Please ensure that you provide the disclosure required by
General Instruction C to Schedule 13E-3 with respect to the
entities
we have asked you to add as filers on the Schedule 13E-3.

Special Factors, page 21
Background of the Merger, page 21

4. Please refer to comment 10 in our letter dated August 2, 2005.
We
note your revised disclosure appearing on page 27 indicating that
the
special committee concluded that CIBC World Markets and Ropes &
Gray
were sufficiently independent from the company and its management
to
represent the special committee.  As requested previously, please
fully discuss the basis for the conclusion that the special
committee`s legal and financial advisors were deemed independent.

Opinion of CIBC World Markets Corp., page 45

5. Please refer to comment 13 in our letter dated August 2, 2005.
As
requested previously, please revise your disclosure in this
section
to fully discuss the circumstances that resulted in the revised
fairness opinion.

Leveraged Buyout Analysis, page 50

6. Please refer to comment 18 in our letter dated August 2, 2005.
Please substantiate the implied per share equity range by
including
the relevant information appearing on pages 11 through 15 of the
updated CIBC presentation.
Other Factors, page 50

7. Please refer to comment 19 in our letter dated August 2, 2005.
As
requested previously, disclose in the second bullet that CIBC did
not
use the projected results for 2008 and 2009 to calculate the
results
disclosed.

Definitive Additional Soliciting Materials filed August 4, 2005

8. Please refer to comment 24 in our letter dated August 2, 2005.
We
note your reference to the Private Securities Litigation Reform
Act
of 1995 in the press release filed with your soliciting materials
on
August 4, 2005.  As requested previously, please confirm that in
all
future soliciting materials you will exclude the reference to the
Reform Act or state explicitly that these safe harbor provisions
do
not apply to statements made in connection with this going private
transaction.

* * * *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	Please contact Matthew Benson, Attorney-Advisor, at (202)
551-
3335 or, in his absence, to the undersigned at (202) 551-3263 with
any questions you may have.

						Sincerely,

								Christina Chalk
								Special Counsel
								Office of Mergers &
								  Acquisitions

cc:	David Walek, Esq.
	Jason Cole, Esq.
	Ropes & Gray LLP
	Fax - (617) 951-7050
??

??

??

??

Philip W. Roizin
Brookstone, Inc.
August 15, 2005
Page 1

</TEXT>
</DOCUMENT>