SecProbe.io

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<TYPE>LETTER
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Mail Stop 3561
      August 23, 2005

Sabine Bruckert, Esq.
Vice President, General Counsel
  and Corporate Secretary
Henry Birks & Sons Inc.
c/o CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011

      Re:	Henry Birks & Sons, Inc.
      Registration Statement on Form F-4
      Filed July 27, 2005
		File No. 333-126936

Dear Ms. Bruckert:

      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.

General
1. Following the merger, Mayor`s shares will no longer be listed
on
the American Stock Exchange.  It appears that the merger will be
subject to Exchange Act Rule 13e-3(a)(3)(ii)(B) and Mayor`s
shareholders may receive Birks shares that may not be listed on a
national securities exchange at the effective time of the merger.
Please provide us with your analysis as to why you have not filed
a
Schedule 13E-3.  We may have further comments.

Cover Page
2. The letter to the stockholders of Mayor`s also serves as the
cover
page of the prospectus, and is subject to the plain English rules.
Accordingly, in order to improve readability and to highlight the
key
terms of the offering, please remove information that is not
required
to be included on the cover page.  In particular, we suggest you
delete the third full paragraph.  See Item 501 to Regulation S-K.
3. Please disclose the domicile and trading status of the common
stock of the resultant company.

Questions and Answers About the Transaction, page 2
4. Please limit your disclosure in this section mainly to
questions
and answers related to the procedural aspects of the transaction.
The terms of the transaction and other substantive disclosure
should
be moved to the body of the prospectus so this disclosure does not
overlap with disclosure provided elsewhere in the forepart of the
document.

Summary, page 7
5. In the second introductory paragraph in italics, please delete
the
explanation on different classes of Birks` shares as the
references
to the classes are self-evident.  We further note that you define
the
references to Birks and Mayor`s several times throughout the
registration statement.  Please avoid including the same
definitions
in different locations.
6. We note on page 135 that Prime Investments SA beneficially own
94.7% of Birks Class A voting shares before the merger, and on
page
184 that Regaluxe Investments S.a.r.l. beneficially owns 76.1% of
Mayor`s voting securities.  Please explain in this section the
ownership structure of Birks and Mayors taking into account the
functions of these two entities, and revise the diagrams you
provide
on page 4 accordingly.

Material U.S. Federal Income Tax Consequences of the Merger...,
page
12
7. Please explain why Holland & Knight LLP may not be able to
provide
the closing tax opinion, and why you have indicated that King &
Spalding LLP would issue the tax opinion in that event.

Conditions of the Offer, page 13
8. We note your disclosure stating that the transaction is subject
to
the satisfaction or waiver of a number of conditions.  Please be
aware that we generally believe that re-solicitation is required
when
companies waive material conditions to a transaction, including
the
receipt of an opinion that a merger is not taxable to
stockholders,
and that you should include disclosure to this effect.
9. We note that one condition to the obligation of both parties to
effect the merger is to obtain all regulatory approvals.  Please
state affirmatively whether this transaction is subject to the
reporting and waiting provisions of the Hart-Scott-Rodino
Antitrust
Improvements Act of 1976.
Risk Factors, page 17
10. Please clarify in the introductory paragraph that you have
described all material risks that are currently known and
reasonably
foreseeable.  In addition, ensure that you discuss as risk factors
the potential adverse effects of the merger considered by Mayor`s
and
Birks, for example, the slower projected growth rate of Birks`
core
market, as indicated on page 44.
11. It appears from the disclosure on pages 57-58 that you cannot
assure that you will not be deemed to be a Passive Foreign
Investment
Company ("PFIC") by the IRS.  Absent that assurance, we suggest
adding a new risk factor discussing how, if you were considered a
PFIC, it could have material adverse tax consequences for a U.S.
investor, including subjecting the investor to a greater tax
liability than might otherwise apply and subjecting the investor
to
tax on amounts in advance of when tax would otherwise be imposed.

Options to purchase Birks Class A voting shares . . ., page 20
12. Please include disclosure in the summary regarding the anti-
dilutive options that Mr. Andruskevich holds.

Birks has experienced material weaknesses in its internal control
over financial reporting . . ., page 21
13. Please disclose when Mayor`s anticipates finalizing the
remediation plans the audit committee proposed.

The Merger, page 36

Background of the Merger, page 36
14. On page 36, please clarify whether Mayor`s board or the
special
committee considered any strategic alternative to the merger
transaction.  If other alternatives were considered, disclose what
they were and why they were rejected in favor of the merger.
15. On page 36, where you discuss the proposal of recapitalization
of
Birks that you received on August 31, 2004, please discuss briefly
the difference of voting rights between Class A voting shares and
Class B multiple voting shares and how the differences affect the
rights of Mayor`s shareholders who will receive Birks` Class A
voting
shares.
16. Please discuss on page 37 why Birks ultimately proposed the
transaction structure that is set forth in the merger agreement as
opposed to other structures it considered.  Also explain why Birks
opted for a structure in which Mayor`s holders would receive
shares
in a Canadian company.
17. In the discussion of the January 25, 2005 meeting on page 39,
please identify the corporate governance matters that the parties
negotiated.  We note the general disclosure regarding these
matters
on page 44.
18. In the discussion of the March 3, 2005 negotiations, it is
unclear whether Houlihan Lokey proposed the appropriate exchange
ratio or whether the special committee had directed Houlihan Lokey
to
propose the specific exchange ratio.  Please clarify.
19. Please identify the relationship of the warrant holders
identified on page 42 to Birks.

Mayor`s Reasons for the Merger and Negative Factors Considered,
page
43

20. It appears that Mayor`s board of directors may have considered
factors other than those that are discussed in the registration
statement.  On pages 43 and 52, please revise to disclose that
each
party has disclosed all material factors considered, including all
material negative factors.  In addition, on page 52, discuss the
negative factors considered by Birks.
Opinion of the Financial Advisor to the Special Committee, page 45
21. Please provide us with copies of all material non-public
information, including board books, financial forecasts,
projections,
and any other materials exchanged among and relied upon by all
concerned parties.  Also, provide us with any analyses, reports,
presentations or similar materials prepared for or by the
financial
advisor in connection with rendering the fairness opinion.
22. As currently drafted, the discussion of Houlihan Lokey`s
opinion
does not provide a clearly comprehensible summary of each of the
analyses it performed.  Please revise the summaries so that they
are
written in simpler, understandable language.  Avoid unnecessary
financial terms that make the disclosure difficult to understand.
Rather, explain in plain and concise language what the financial
advisor did and how the analysis and conclusion are relevant to
stockholders and specifically to the consideration offered.  As
part
of the revisions, please describe the purpose of each analysis and
why particular measures were chosen for the analysis.
23. On page 46, please identify the comparable transactions that
Houlihan Lokey assessed for the purpose of its analysis of the
merger.  Even though Houlihan Lokey did not utilize the comparable
transaction methodology in the end, disclose the total dollar
value,
the merger consideration per share, and the ratio offered to
shareholders for each transaction assessed.
24. Please clarify how each reference range of multiples was
calculated.  Moreover, explain what the range of numbers mean.
Material U.S. Federal Income Tax Consequences of the Merger, page
54
25. We note your disclosure on page 55 that the merger will
qualify
as a tax-free transaction under IRC section 368(a).  We also note
that counsel will provide a tax opinion.  Please disclose that
Holland & Knight LLP has provided the tax opinion upon which this
disclosure is based instead of indicating that it will provide a
tax
opinion.  We may have further comments after you file the legal
opinion.
Comparison of Stockholder Rights, page 70
26. Please discuss any material differences in Canadian and
Delaware
corporate laws on shareholder rights regarding class action suits.
See Item 4(a)(7) of Form F-4.
27. We note that in connection with the merger, the rights of
former
Mayor`s shareholders will be governed by Birks` new articles of
amalgamation and by-laws.  Among these, as set forth on pages 73-
74,
we note that the power to adopt, amend, or repeal by-laws may no
longer be vested in the voting shareholders.  It does not appear
that
you intend to separately present these changes as proposals for
shareholders to vote upon.  Please tell us why Rule 14a-4(a)(3) of
the proxy rules does not require you to "unbundle" matters like
these
in the case the rights of your shareholders will be significantly
altered.  In this regard, please see the Fifth Supplement to the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations (September 2004).
Unaudited Pro Forma Condensed Consolidated Financial Information
of
Birks, page 87
28. We note that a condition of the merger is the obligation of
Henry
Birks & Sons Inc. and Merger Co. to issue additional warrants to
purchase Mayor`s Jewelers, Inc. common stock to Joseph A. Keifer,
Marco Pasteris and Carlo Coda-Nunziante.  Please tell us how you
will
account for these additional warrants and how you have considered
the
fair value of these warrants in your pro-forma results.
29. Please clarify why the elimination of expenses incurred by
Mayor`s from the historical statement of operations is
appropriate.
We note your reference to SFAS 141 which states that indirect
expenses related to business combinations should be expensed as
incurred.  Pro forma results prepared in accordance with Article
11
of Regulation S-X generally do not eliminate infrequent or
nonrecurring items that are not directly affected by the
transaction.
Please advise or revise.
Management`s Discussion and Analysis, page 94
Comparable Store Sales, page 96
30. Please provide the store sales numbers to compare the historic
performance of Birks stores in Canada and Mayor`s stores in the
United States.
Results of Operations, page 97
31. As applicable, please describe any unusual or infrequent
events
or transactions or any significant economic changes that
materially
affected the amount of reported income from continuing operations
and, in each case, please indicate the extent to which income was
affected.  Also describe, as applicable, any known material trends
and uncertainties that will have or are reasonably likely to have
a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  In doing
so,
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail:
* economic or industry-wide factors relevant to your company and
* material opportunities, challenges and risks in short and long
term
and the actions you are taking to address them.

      Please refer to SEC Release No. 33-8350 for additional
guidance.
32. Where you describe more than one business reason for a
significant change between periods in key financial data or
indicators, please quantify the incremental impact of each
individual
business reason, to the extent material, on the overall change.
To
provide a single example, in your discussion for the fiscal year
2004
compared to the fiscal year 2003, where you discuss the increase
in
net sales on page 98, you should quantify the several causative
factors to which you refer.  Please provide similar quantified
information in your discussion of changes in aspects of operating
results in all other cases where you attribute the changes to more
than one factor.
33. Please disclose the types of expenses included in cost of
sales
and the types of expenses included in selling, general and
administrative expense.  Specifically indicate whether you include
inbound freight charges, purchasing and receiving costs,
inspection
costs, warehousing costs, internal transfer costs and other costs
of
your distribution network in cost of sales.  To the extent you
exclude any of these costs from cost of sales, please quantify the
amounts excluded for each year presented.  Further, please provide
cautionary disclosure that your gross margins may not be
comparable
to others, since some entities include the costs related to their
distribution network in cost of sales and others, like you,
exclude
all or a portion of them from gross margin including the costs
instead in selling, general and administrative expenses.

Off-Balance Sheet Arrangements, page 106
34. We note that you have off-balance sheet arrangements.  Provide
a
discussion of off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on your
financial condition, revenues or expenses, results of operations,
liquidity or capital resources.  See Item 5.E.1 of Form 20-F.

Ownership of Birks Class A Voting Shares, page 135
35. Please identify the persons who exercise voting and investment
control over the securities held of record by Prime Investments
SA.
See interpretation 4S of the Manual of Publicly Available
Telephone
Interpretations (March 1999 supplement).

Employment Agreements, page 178
36. Please file as exhibits the employment agreements with Messrs.
Kiefer, Weinstein,  and Rahm and Ms. Alvarez.

Ownership of Mayor`s Voting Securities, page 184
37. Please identify the natural persons who exercise voting and
investment control over the securities held of record by Regaluxe
Investments S.a.r.l.  See interpretation 4S of the Manual of
Publicly
Available Telephone Interpretations (March 1999 supplement).

Financial Statements, page F-1

Henry Birks & Sons Inc. and Subsidiaries, page F-1

Notes to Consolidated Financial Statements, page F-8
38. Please identify by name the following persons or entities:
* the spouse of one of the directors to whom you sold shares of
com