BIRKS GROUP INC.

Regulatory Filings • Oct 6, 2005

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Henry Birks & Sons Inc. 1240 Phillips Square Montreal, Quebec H3B 3H4

October 6, 2005

BY EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Attention: H. Christopher Owings Assistant Director

Henry Birks & Sons Inc. Registration Statement on Form F-4

Dear Mr. Owings:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Henry Birks & Sons Inc. (the “Company”) respectfully requests that the Securities and Exchange Commission (the “Commission”) take such action as is necessary to accelerate the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-126936) (the “Registration Statement”) to 10:00 a.m. on October 11, 2005, or as soon as practicable thereafter.

In making such request, the Company hereby acknowledges the following:

| 1. | Should the Commission or the staff of the Commission (the
“Staff”), acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement. |
| --- | --- |
| 2. | The action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the Registration Statement effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement. |
| 3. | The Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceedings initiated by the Commission or any
person under the federal securities laws of the United States. |

Please notify Adam M. Givertz of Shearman & Sterling LLP, the Company’s counsel, at 416-360-5134 of the effectiveness of the Registration Statement.

/s/ Thomas A. Andruskevich
Name:	Thomas A. Andruskevich
Title:	President and Chief Executive Officer

cc:
Securities and Exchange Commission
Adam M. Givertz
Shearman & Sterling LLP