13F-HR 1 t305052.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: December 31, 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 FEBRUARY 17, 2009 ------------------------ ------------------ ----------------- 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: 8 ----------- Form 13F Information Table Value Total: $ 98,136 ----------- (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.

Title of Value SH/ SH/ PUT/ Invest Oth Voting Authority Name Of Issuer Class CUSIP x$1,000 Prn Amt Prn CALL Disc Mgrs Sole Shared None --------------------------------------------------------------------------------------------------------------------------------- Dillards Inc Cl A 254067101 3,289 828,445 SH DEFINED 828,445 Dillards Inc Cl A 254067901 3 100,000 CALL DEFINED 100,000 Griffon Corp Common 398433102 23,978 2,569,992 SH DEFINED 2,569,992 Lancaster Colony Corp Common 513847103 841 24,525 SH DEFINED 24,525 Pep Boys Manny Moe & Jack Common 713278109 23,235 5,625,919 SH DEFINED 5,625,919 Proshares TR Ultsht Rus2000 74347R834 222 3,501 SH DEFINED 3,501 Schulman A Inc Common 808194104 40,247 2,367,454 SH DEFINED 2,367,454 Syms Corp Common 871551107 6,321 711,835 SH DEFINED 711,835