UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BLYTH HOLDINGS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
096434105
(CUSIP Number)
Mark D. Whatley
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4<PAGE>
CUSIP No. 096434105 SCHEDULE 13D Page 2 of 4
1 Name of Reporting Person ASTORIA CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3160631
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 946,800
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 946,800
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 946,800
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 4.8%
14 Type of Reporting Person PN<PAGE>
CUSIP No. 096434105 SCHEDULE 13D Page 3 of 4
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D ("Amendment") relates to shares
of common stock, $0.01 par value (the "Common Stock"), of Blyth Holdings,
Inc. (the "Issuer"). The principal executive office of the Issuer is 989
E. Hillsdale Blvd. #400, Foster City, California 94404.
Item 2. Identity and Background
This Amendment is filed on behalf of Astoria Capital Partners, L.P.,
whose principal business office address is 735 Second Avenue, San
Francisco, California 94118.
Astoria Capital Partners, L.P. is an investment limited partnership,
whose general partners are Richard W. Koe and Astoria Capital Management,
Inc. Astoria Capital Management, Inc. is an investment advisor registered
as such with the SEC and in various states. Astoria Capital Management,
Inc.'s president and sole shareholder is Richard W. Koe. The business
address of Astoria Capital Management, Inc. and Richard W. Koe is 735
Second Avenue, San Francisco, California 94118.
None of Astoria Capital Partners, L.P., Astoria Capital Management,
Inc. or Richard W. Koe have, during the past five years, been convicted of
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of Astoria Capital Partners, L.P., Astoria Capital Management,
Inc. or Richard W. Koe have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Astoria Capital Partners, L.P. is a California limited partnership,
Astoria Capital Management, Inc. is a California corporation and Richard W.
Koe is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchases of Common Stock were obtained from the working
capital of Astoria Capital Partners, L.P.
Item 4. Purpose of Transaction.
The purchases of Common Stock were made solely for investment
purposes. Depending upon market conditions and other factors, Astoria
Capital Partners, L.P. may acquire additional securities of the Issuer, or,
alternatively, may dispose of some or all of the securities of the Issuer
that it beneficially owns.<PAGE>
CUSIP No. 096434105 SCHEDULE 13D Page 4 of 4
Item 5. Interest in Securities of the Issuer
(a),(b) Reference is made hereby to Items 7-11 and 13 of page two (2) of
this Amendment, which Items are incorporated by reference herein.
Of the shares beneficially owned, all 946,800 shares are owned by
Astoria Capital Partners, L.P.
(c) Astoria Capital Partners, L.P. effected the following
transactions through registered broker-dealers: On April 18,
1997, purchased 100,000 shares of Common Stock at a price of
$0.80 per share. On April 22, 1997, purchased 135,000 shares of
Common Stock at a price of $0.90 per share. On April 23, 1997,
purchased 56,000 shares of Common Stock at a price of $0.80 per
share.
(d) Not applicable.
(e) On April 22, 1997, the Issuer announced, via a press release,
that the total outstanding shares of Common Stock had increased
to approximately 19,861,000, indicating that Astoria Capital
Partners, L.P. had ceased to be the beneficial owner of more than
five percent of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: May 8, 1997.
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe
__________________________________
By: Richard W. Koe
Its: General Partner<PAGE>
