13F-HR 1 t304695.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F-HR Form 13F COVER PAGE Report for the Calendar Year of Quarter Ended: September 30, 2008 ------------------ Check here if Amendment [ ]; Amendment Number: ------------------ This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Barington Capital Group, L.P. Address: 888 Seventh Avenue, 17th Floor New York, New York 10019 Form 13F File Number: 028-12298 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: James A. Mitarotonda Title: Chairman and Chief Executive Officer Phone: 212-974-5700 Signature Place Date of Signing: /S/ JAMES A. MITAROTONDA NEW YORK, NEW YORK NOVEMBER 13, 2008 ------------------------ ------------------ ----------------- Report Type (Check only one.): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 0 ------------ Form 13F Information Table Entry Total: 13 ----------- Form 13F Information Table Value Total: $ 180,915 ----------- (thousands) List of Other Included Managers: None* *Mr. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC, Barington Companies Management, LLC, Barington Companies Advisors, LLC, Barington Offshore Advisors, LLC and Barington Offshore Advisors II, LLC, which have investment discretion over certain investment portfolios that own the securities reported herein.

Voting Authority VALUE SH/ SH/ PUT/ INVEST OTH NAME OF ISSUER TITLE OF CLASS CUSIP X$1,000 PRN AMT PRN CALL DISC MGRS SOLE SHARED NONE ------------------------------------------------------------------------------------------------------------------------------------ Consolidated Tomoka LD Co Common 210226106 3,862 89,418 SH DEFINED 89,418 Dillards Inc Cl A 254067101 21,433 1,816,369 SH DEFINED 1,816,369 Dillards Inc Cl A 254067901 49 10,800 CALL DEFINED 10,800 Griffon Corp Common 398433102 23,181 2,569,992 SH DEFINED 2,569,992 Hansen Nat Corp Common 411310105 756 25,000 SH DEFINED 25,000 Hansen Nat Corp Common 411310905 113 10,000 CALL DEFINED 10,000 Lancaster Colony Corp Common 513847103 36,997 982,407 SH DEFINED 982,407 Pep Boys Manny Moe & Jack Common 713278109 34,768 5,625,919 SH DEFINED 5,625,919 Proshares TR Ultsht Rus2000 74347R834 1,079 15,000 SH DEFINED 15,000 Schulman A Inc Common 808194104 46,828 2,367,454 SH DEFINED 2,367,454 Syms Corp Common 871551107 10,923 808,548 SH DEFINED 808,548 Torch Energy Royalty Trust Unit Ben Int 891013104 147 41,890 SH DEFINED 41,890 Yahoo Inc Common 984332106 779 45,000 SH DEFINED 45,000