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SEC RESPONSE LETTER

 ROPES

 & GRAY

 ROPES & GRAY LLP

 ONE INTERNATIONAL PLACE

BOSTON, MA 02110-2624

617-951-7000

F 617-951-7050

 BOSTON

            NEW YORK

        PALO ALTO

SAN FRANCISCO

WASHINGTON, DC

www.ropesgray.com

 August 8, 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 August 2, 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.”), Philip Roizin, an individual, the Executive Vice President, Finance and Administration of the Company, and Michael Anthony, an individual, the Chairman, President and
Chief Executive Officer of the Company (together with the Company, Parent, Acquisition, OBH LP, OSIM Inc. and Mr. Roizin, 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. 2 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.

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 Schedule 13E-3

1.

We note your responses to comments 1 and 2. Please provide us with the following information. We may have additional comments after reviewing your response.

•

When did the acquiring entities first raise the need to obtain Mr. Anthony’s agreement to reinvest his proceeds from the merger into the new holding entity?

 RESPONSE: The acquiring entities first raised the requirement
that Mr. Anthony and other members of management agree to reinvest a portion of their proceeds from the merger in the equity capitalization of the Company, which was ultimately determined to be accomplished through an investment in the new
holding company, at the November 9, 2004 meeting among Mr. Anthony, Mr. Roizin, OSIM International Ltd. (“OSIM”), Temasek Capital (Private) Limited (“Temasek”) and J.W. Childs Associates, L.P. (“JWC”) at
the offices of J.W. Childs in Boston. We respectfully refer the Staff to “Special Factors—Background of the Merger” for additional information regarding this meeting.

•

What was the purpose of obtaining that agreement from the point of view of the acquiring entities?

 RESPONSE: The acquiring entities believe that it is important to the future success of the Company’s business that Mr. Anthony
maintain a personal economic investment in the Company which is significant to him and which is independent of any equity incentive awards that he receives in connection with his employment, so that his interests are further aligned with those of
the shareholders of the acquiring entities. As described in the Proxy Statement, such investment would also serve as a source of financing for the acquisition.

•

When did the management reinvestment agreements begin to be negotiated?

 RESPONSE: We respectfully advise the Staff that the management agreement negotiations began on March 28, 2005. Additionally, in response to the above Comment and
also Comment 6, we intend to revise “Special Factors—Background of the Merger” to include the following additional detail regarding discussions relating to the management agreement between Brookstone Holdings Corp. and
Mr. Anthony:

1.
Potential tax structures for management’s participation in the equity capitalization of the Company following the acquisition were discussed by certain members of the
investor group with Mr. Anthony during late January 2005 and early February 2005 in response to concerns raised by Mr. Anthony regarding the general tax treatment of the proposed management reinvestment.

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2.
As a result of the Company’s receipt of the investor group’s March 18th non-binding indication of interest, the board of directors of the Company instructed Mr. Anthony to refrain from negotiating the terms of management’s employment or equity arrangements until
a special committee of the board of directors had been formed.

3.
On March 24, 2005, Mr. Anthony retained Weil Gotshal & Manges LLP to represent him in connection with the negotiation of his employment and equity
arrangements.

4.
On March 28, 2005, Mr. Anthony delivered an initial draft of a term sheet relating to his employment and equity arrangements to the investor group.

5.
The term sheet circulated by Kaye Scholer on April 7, 2005 on behalf of the investor group was circulated on the basis that it would serve as the basis for continuing
discussions of Mr. Anthony’s employment and equity arrangements.

6.
Multiple drafts of the term sheet were exchanged by Mr. Anthony on the one hand, and by the investor group on other hand, during the period from April 11, 2005 and
ending on April 15, 2005.

•

How did the negotiation of this agreement progress in relation to the merger agreement negotiation?

 RESPONSE: We respectfully refer the staff to the disclosure included in “Special Factors—Background of the Merger” and to
the additional disclosures described in our response to the previous ‘bulleted’ comment from the Staff. We also note that the negotiation of the management agreement occurred independently of, and in parallel with, the negotiation of the
merger agreement.

•

What are the activities of Brookstone Holdings, Inc., Brookstone Acquisition Corporation, OSIM Brookstone Holdings, L.P., and OSIM Brookstone Holdings, Inc.?

 RESPONSE: These entities were formed for the sole purpose of
effecting the acquisition of the Company by the investor group and are not engaged in any other activities.

•

What was the purpose for forming these entities? Was it solely to effect the merger and hold the securities of Brookstone, Inc.?

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 RESPONSE: These entities were formed for the sole purpose of effecting the acquisition of the Company by the investor group and are not engaged in any other
activities.

•

With respect to the directors and executive officers of these entities, as listed on page 103 of the preliminary proxy statement, are they employed by these acquisition
entities?

 RESPONSE: None of the officers of such entities are
employees thereof.

 In addition, in response to the Staff’s oral
request, we respectfully resubmit our response to Comment 1 of the Staff’s June 27, 2005 letter to the Company. 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.

 Mr. Roizin has been added as a filing person on the Schedule 13E-3. The other Management Participants (excluding Mr. Anthony)
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.

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 Furthermore, in response to the Staff’s oral request, we respectfully resubmit our response to Comment 2 of the Staff’s June 27, 2005 letter to the
Company. We respectfully advise the Staff that we do not believe that OSIM, JWC or Temasek (the “Sponsor Entities”) or Acquisition, Parent, OBH LP or OSIM 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 and 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 70 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 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

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 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.

2.

Please refer to comment 6 in our letter dated June 27, 2005. General Instruction C to Schedule 13E-3 requires you to provide information about control persons where named
filers are corporate entities. To the extent you add additional filers on the Schedule 13E-3, please revise to ensure that you have provided all disclosure required by Items 3,5,6,10 and 11 for these filing persons.

 RESPONSE: Please see our response to Comment 1.

 Exhibits

3.

We note your response to comment 7. Please tell us your basis for not including the term sheet related to exhibit (d)(3) or file the agreement and the term sheet with your next
amendment.

 RESPONSE: In response to the Staff’s
comments, the term sheet for Mr. Anthony has been filed as exhibit (d)(3) to this amendment.

 Schedule 14A

 Summary Term Sheet

4.

We note that the merger consideration has been reduced from $20.50 per share to $20.00 per share. Please revise here to briefly explain the circumstances that caused the parties to
reduce the consideration in the merger agreement.

 RESPONSE:
The disclosure in the proxy statement has been revised in response to the Staff’s comment. Please see the “Summary Term Sheet”.

 Conditions to Closing, page 15

5.

We reissue comment 20. We note that there are significant financial conditions before the debt financing funds may be obtained and that these conditions necessitated the amendment
of the merger agreement. Briefly describe those conditions here.

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 RESPONSE: The disclosure in the proxy statement has been revised in response to the Staff’s comment to include the material financial conditions of the debt
financing agreements. Please see page 17.

 Background of the Merger, page 19

6.

Describe in greater detail the discussions relating to Mr. Anthony’s agreement to reinvest his proceeds from the merger into the new holding entity and the negotiation of
that agreement.

 RESPONSE: Please see our response to Comment
1.

7.

Please refer to comment 25 in our letter dated June 27, 2005. We