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SEC RESPONSE LETTER

 July 18, 2005

 David B. Walek

 (617) 951-7388

 david.walek@ropesgray.com

 VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS

 Securities and
Exchange Commission

 Division of Corporate Finance

 Office of
Mergers & Acquisitions

 450 Fifth Street, N.W.

 Washington,
D.C. 20549

 Attn: Daniel F. Duchovny and Matthew J. Benson, Esq.

Re:
Brookstone, Inc. Schedule 13E-3 and Schedule 14A - File No. 0-21406

 Dear Messrs. Duchovny and Benson,

 On behalf of our client Brookstone, Inc. (the “Company”), set forth below is the response to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in the letter (the “Comment Letter”) received by telecopy on June 27, 2005, concerning the preliminary proxy statement on
Schedule 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the Transaction Statement on Schedule 13E-3 of the Company, Brookstone Holdings Corp., a Delaware corporation (“Parent”), Brookstone
Acquisition Corp., a Delaware corporation (“Acquisition”), OSIM Brookstone Holdings, L.P., a Cayman Islands limited partnership (“OBH LP”), OSIM Brookstone Holdings, Inc., a Cayman Islands corporation (“OSIM Inc.”), and
Michael Anthony, an individual, the Chairman, President and Chief Executive Officer of the Company (together with the Company, Parent, Acquisition, OBH LP and OSIM Inc., the “Filing Persons”) under the Exchange Act, in each case by the
response. In addition, we enclose a copy of a revised preliminary Proxy Statement (the “Proxy Statement”) and Amendment No. 1 to the Schedule 13E-3 (the “Transaction Statement”), which is being filed with the SEC today.
Capitalized terms used and not defined herein shall have the meanings given to such terms in the Proxy Statement.

 We represent the Company. To the extent that any response relates to Parent, Acquisition, OBH LP, OSIM Inc., CIBC World Markets Corp., J.W. Childs
Associates, L.P., Temasek Capital (Private) Limited or OSIM International Ltd, such response is included in this letter based on information provided to the Company and us by such other entities or their respective advisors.

 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.

 RESPONSE: As
discussed in the Proxy Statement, Michael Anthony has entered into a binding agreement regarding his ownership interests in OBH LP. Neither OBH LP nor any other executive officers or members of senior management of the Company have entered into
agreements or made binding commitments with respect to such executive officers’ or managers’ ownership interests in OBH LP following the closing of the transaction.

 It is anticipated that in connection with the merger, certain executive officers other than Mr. Anthony (together with
Mr. Anthony, the “Management Participants”) will have an opportunity to acquire Class A Interests and fully-vested Class B Interests of OBH LP, which investments are expected to represent approximately 4.8% of the fully-diluted equity of
OBH LP as of the closing (but which under certain circumstances could represent up to approximately 5.2% of the fully-diluted equity of OBH LP as of the closing) determined without giving effect to the grant of Class B Interests under the management
equity incentive program to be established by the Company in connection with the merger, none of which will be vested as of the closing. No such executive officer is anticipated to acquire more than 0.5% of such fully diluted equity, other than
Philip Roizin, who is anticipated to have an opportunity to acquire up to approximately 0.7% of such fully diluted equity. No executive officers or other members of senior management were engaged in the negotiation of the terms and conditions of the
equity holdings of OBH LP or the terms of any management employment arrangements following the merger, except that Mr. Anthony and Mr. Roizin were involved in the negotiation of the terms and conditions of Mr. Anthony’s equity and employment
arrangements.

 The Proxy Statement has been modified to
identify the Management Participants, to the extent that the identity of such Management Participants are known as of the date hereof. Mr. Roizin has also been added as a filing person on the Schedule 13E-3. The other Management Participants have
not been added as filing persons given the immaterial nature of their potential equity investments in OBH LP and the fact that they did not engage in negotiating these post-closing arrangements in connection with the transaction.

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

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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.

 RESPONSE: We respectfully advise the Staff that we do not believe that
OSIM International Ltd (“OSIM”), J.W. Childs Associates, L.P. (“JWC”) or Temasek Capital (Private) Limited (“Temasek” and collectively with OSIM and JWC, the “Sponsor Entities”) or Acquisition, Parent, OBH LP
or OSIM Brookstone Holdings Inc. (collectively, the “Acquisition Entities”) should be filing persons in connection with the Schedule 13E-3 and do not believe that any of them are “affiliates” of the Company within the meaning of
Rule 13E-3. We have not amended the Proxy Statement to include the Sponsor Entities as filing persons in connection with the Schedule 13E-3 respectfully request permission from the Staff to remove the Acquisition Entities.

 An “affiliate” for purposes of Rule 13E-3 is defined as a
“person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the issuer.” We believe that none of the Acquisition Entities or Sponsor Entities is or will be in a control
relationship with the Company, through share ownership or otherwise prior to the merger, and the Management Participants do not have any ability to control the Company or any of the Acquisition Entities or Sponsor Entities, nor will they have any
ability to control the surviving corporation, through share ownership. As of July 8, 2005, (i) Mr. Anthony beneficially owned approximately 3.2% of the Company’s outstanding common stock, (ii) other than Mr. Anthony, no single Management
Participant beneficially owned more than 1.0% of the Company’s outstanding common stock. Similarly, the Management Participants’ collective interest in the equity securities of OBH LP, which entity will indirectly own all of the
outstanding capital stock of the surviving corporation, will not be material. The total aggregate equity investment to be made by the Management Participants in OBH LP is anticipated to represent approximately 3.1% of the total cash equity
investment made to OBH LP for purposes of financing the merger and approximately 4.7% of the fully-diluted equity of OBH LP as of the closing. The Management Participants will also be issued non-voting profit interests in OBH LP (i.e., Class B
Interests) representing a maximum of approximately 6.7% of the fully-diluted equity of OBH LP. Approximately 97% of the Class B Interests issued to the Management Participants will be subject to the vesting provisions described on page 67 of the
Proxy Statement. No individual Management Participant is anticipated to have a fully-diluted equity interest in OBH LP as of the closing of more than approximately 0.5%, other than Mr. Anthony, who is anticipated to have a fully-diluted equity
interest in OBH LP as of the closing of approximately 2.9%, and Mr. Roizin, who is anticipated to have a fully-diluted equity interest in OBH LP as of the closing of approximately 0.7%.

 In addition, while each Management Participant is involved in corporate
affairs or manages designated corporate areas or operations of the Company, each such

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Management Participant (other than Mr. Anthony, who is also a member of the Company’s board of directors) has a defined and limited area of
responsibility with respect to the Company and is anticipated to have a similarly defined and limited area of responsibility with respect to the surviving corporation. Furthermore, no agreements exist through which the Management Participants have
acted or will act as a “group” with respect to the management of the Company or the surviving corporation. Accordingly, no such Management Participant has or will have the ability, through his position individually or as a member of a
management group, to direct or cause the direction of the management and policies of the Company or the surviving corporation. No Management Participant currently has or is currently anticipated to have in the future, any voting or economic interest
in, or any ability to exercise control over, any of the Sponsor Entities.

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.

 RESPONSE: The disclosure in the proxy
statement has been revised in response to the Staff’s comment to delete the word “includes” as there are no additional members of the investor group. Please see page 57 of the Proxy Statement under “Special Factors –
Financing of the Merger”.

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.

 RESPONSE: We respectfully advise the Staff that to the knowledge of the Company there are no persons 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.

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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.

 RESPONSE: The Schedule
13E-3 has been revised in response to the Staff’s comment. Please also refer to the responses provided to Comments 1 and 2. As we do not believe that any of the Acquisition Entities or Sponsor Entities should be required to be filing persons of
the Schedule 13E-3, no modifications have been made to the Proxy Statement in this regard.

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.

RESPONSE: Please see our response to Comment 2. We have not made any changes to the Proxy Statement in response to this Comment.

 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.

 RESPONSE: We respectfully advise
the Staff that Item 1010(c) of Regulation M-A requires pro forma data to the extent that such information is material. If the merger is approved by the Company’s stockholders, each share of Company common stock shall be converted into and
acquired for cash, with the Company’s stockholders (other than management participants) having no continuing economic interest in the surviving Company. Accordingly, we do not believe a pro forma presentation of the Company’s financial
statements after the transaction would be material to the Company’s stockholders.

 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.

 RESPONSE: The management agreement between Parent and Mr. Anthony has
been filed as an exhibit to Amendment No. 1 to the Schedule 13E-3. With respect to the remaining agreements described on page 65 and subsequent pages of the Proxy Statement, the forms of these agreements have not been filed as exhibits to the
Schedule 13E-3 as the forms of such agreements have not been finalized and are not expected to be finalized prior to the mailing of the definitive proxy statement to the

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stockholders. Please also see our response to Comment 1 above with respect to the additional executive officers who are anticipated to be offered to
opportunity to invest in the equity securities of OBH LP in connection with the merger.

 Schedule 14A

9.
Please fill in the blanks in the proxy statement.

 RESPONSE: The disclosure in the Proxy Statement has been revised so all blanks have been completed, with the exception of those items which will be
completed upon filing the final proxy statement.

 Summary Term Sheet

10.
Please consolidate the disclosure in this Summary