BLYTH INDUSTRIES INC, S-3, 1998-07-24

BLYTH INDUSTRIES INC
S-3, 1998-07-24
MISCELLANEOUS MANUFACTURING INDUSTRIES

Previous: PIONEER INDO ASIA FUND, 485APOS, 1998-07-24

Next: PRICE T ROWE PERSONAL STRATEGY FUNDS INC, 24F-2NT, 1998-07-24

<PAGE>

Registration No. 333 --
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

BLYTH INDUSTRIES, INC.
(Exact name of Registrant as specified in charter)

Delaware 36-2984916
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

100 Field Point Road
Greenwich, Connecticut 06830
(203) 661-1926
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------

Robert B. Goergen
Chairman, Chief Executive Officer and President
Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut 06830
(203) 661-1926
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
Bruce D. Kreiger, Esq. Harold B. Finn III, Esq.
Blyth Industries, Inc. Finn Dixon & Herling LLP
100 Field Point Road One Landmark Square
Greenwich, Connecticut 06830 Stamford, Connecticut 06901
------------------------
Approximate date of commencement of the proposed sale to the public: From
time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- ---------------------------------------- ----------------- ---------------- --------------------- -------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.02 PER SHARE 500,000 SHARES $30.75 $15,375,000 $4,535.63
=========================================================================================================================
</TABLE>

(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE IN
ACCORDANCE WITH RULE 457(c) BASED UPON THE AVERAGE OF THE HIGH AND LOW
PRICES OF THE COMMON STOCK OF THE REGISTRANT ON THE NEW YORK STOCK EXCHANGE
ON JULY 23, 1998.

-------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>

PROSPECTUS

BLYTH INDUSTRIES, INC.

BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

This Prospectus describes the Blyth InvestDirect-SM- Stock Purchase
Plan (the "Plan"), a direct stock purchase plan of Blyth Industries, Inc.
("Blyth" or the "Company"). This Prospectus relates to the offer of up to
500,000 shares of Blyth's Common Stock, par value $0.02 per share ("Common
Stock") pursuant to the Plan; it should be retained by participants in the Plan
for future reference.

The Plan is designed to provide the employees and stockholders of Blyth, as
well as others, a convenient means by which to purchase shares of Blyth's Common
Stock. As a Plan participant you may:

- - Become a first time Blyth stockholder by purchasing shares of Blyth Common
Stock directly through the Plan.

- - Purchase or sell shares of Blyth Common Stock easily and at low cost.

- - Purchase shares of Blyth Common Stock with automatic debits from your bank
account, additional cash contributions or, in the case of employees of
Blyth, automatic payroll deductions.

- - Transfer or gift your shares of Blyth Common Stock easily.

- - Enjoy "certificateless" ownership of your Blyth shares and easy tracking of
your investment.

The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "BTH." On July 23, 1998, the last reported sales price of the Common
Stock on the NYSE was $30.75 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The words "Blyth InvestDirect-SM-" are a service mark of Blyth Industries,
Inc.

JULY , 1998

<PAGE>

THE COMPANY

Blyth designs, manufactures, markets and distributes an extensive line of
candles and home fragrance products, including scented candles, outdoor
citronella candles, potpourri and environmental home fragrance products, and
markets a broad range of related candle accessories and decorative gift bags and
tags. These products are sold under various brand names, including the names
Colonial Candle of Cape Cod-Registered Trademark-, PartyLite Gifts-Registered
Trademark-, Carolina Designs-TM-, Ambria-TM-, Canterbury-TM-,
Florasense-Registered Trademark-, Jeanmarie-Registered Trademark- and
FilterMate-TM-. Blyth is also a leading producer of portable heating fuel
products sold under the Sterno-Registered Trademark- and Handy Fuel-Registered
Trademark- brand names. Blyth markets its products through a wide variety of
distribution channels, including a network of sales representatives and home
party plan independent sales consultants serving the consumer market, and
independent sales representatives and distributors serving the institutional
market. Consumable products, which include candles, scented candles, outdoor
citronella candles, potpourri, other fragrance products, portable heating fuels
and decorative gift bags and tags, account for approximately 60% of Blyth's net
sales and candle accessories account for the balance of net sales. Blyth
believes that it is a leading supplier in the natural home fragrance industry
based on net sales and the breadth of distribution channels served.

Blyth was incorporated under Delaware law in 1977. Its principal executive
offices are located at 100 Field Point Road, Greenwich, Connecticut 06830 and
its telephone number is (203) 661-1926.

THE BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

PURPOSE

The purpose of the Plan is to promote long-term stock ownership by Blyth
employees and by existing and new stockholders of the Company.

PLAN ADMINISTRATION

Blyth has appointed the existing Transfer Agent for Blyth common stock,
Harris Trust and Savings Bank ("Harris Bank"), as the Plan Agent to administer
the Plan and to act as Agent for all Plan participants. As Plan Agent, Harris
Bank will purchase and hold shares of Common Stock for the Plan participants,
keep records, send statements, and perform other duties required by the Plan.
You may send correspondence to the Plan Agent addressed as follows:

Harris Bank
Blyth InvestDirect-SM- Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309

You may also correspond with the Plan Agent by phone, FAX or e-mail, as follows:

Harris Bank
Phone: 1-877-424-1968 (toll free)
FAX: 1-312-461-5543
e-mail: www.harris.com

-2-
<PAGE>

ENROLLMENT

If you own shares of Blyth Common Stock that are registered in your
name, you may join the Plan by completing the enclosed Enrollment Form for
Registered Shareholders and returning it by mail to the address specified in
such Enrollment Form.

If you own shares of Blyth Common Stock, but they are held in the name of a
bank nominee or a broker in "street name," you may ask your bank or a broker to
register some or all of your Blyth shares directly in your name, or you may have
them send your shares directly to Harris Bank (contact Harris Bank for delivery
instructions). In either case, you may then enroll in the Plan as explained
above. Alternatively, you may leave your existing shares in street name and
separately enroll in the Plan as explained in the next paragraph.

If you do not own any shares of Blyth Common Stock, or if you own only
shares registered in street name which you do not want to enroll in the Plan,
you may enroll in the Plan by completing the enclosed Enrollment Form and
returning it by mail to the address specified in such Enrollment Form. If you
do not elect to make investments through an automatic monthly withdrawal from
your bank account, or through a payroll deduction, as described below, you
must enclose a check or money order, in U.S. dollars, for at least $250, $10
of which will be applied toward payment of an initial enrollment fee and the
balance of which will be applied towards your initial investment. If you have
elected to make investments through an automatic monthly withdrawal from your
bank account, you must enclose a check or money order, in U.S. dollars, for
at least $50, $10 of which will be applied toward payment of an initial
enrollment fee and the balance of which will be applied towards your initial
investment. If you are an employee of Blyth or one of its subsidiaries who
has elected to make investments through an automatic payroll deduction, you
may enroll by completing the enclosed Enrollment Form for Employees of Blyth
Industries, Inc. and its subsidiaries and returning it by mail to the address
specified in such Enrollment Form. Blyth has waived the enrollment fee, as
well as the obligation to make an initial investment by check or money order,
for any employee of Blyth who has elected to make investments through an
automatic payroll deduction.

YOUR INVESTMENT OPTIONS

Once enrolled in the Plan, you may purchase additional Blyth shares at any
time by using the Plan's optional cash investment feature. You must invest at
least $50 at any one time and your optional cash investments during any one
calendar month may not exceed $10,000. Your additional investments may be made
by mailing a check or money order in U.S. dollars to Harris Bank using the
tear-off form on your Plan Statement.

You may also purchase Blyth shares by authorizing an automatic monthly
withdrawal from your bank account of at least $50 but not more than $10,000.
Investments of automatic monthly withdrawals from your bank account will
generally occur on the third Thursday of every month if a business day, or if
not, on the next business day (the "Monthly Withdrawal Investment Date"). In
order to allow for orderly purchases, the funds will be deducted from your
bank account five business days prior to the Monthly Withdrawal Investment
Date. Automatic monthly withdrawals will begin in the month after your
automatic monthly withdrawal election has been processed.

Employees of Blyth and its subsidiaries may purchase Blyth shares by
authorizing an automatic payroll deduction of at least $50 in the case of
those employees who are paid bi-weekly, which will be deducted each month
from the first paycheck of the month, and at least $10 in the case of
employees who are paid weekly, which will be deducted from each paycheck.
Investments of automatic payroll deductions will generally occur on the third
Tuesday of every month if a business day, or if not, on the next business day
(the "Payroll Deduction Investment Date"). Automatic payroll deductions will
begin at the end of the first full payroll period after your automatic
payroll deduction election has been processed.

PURCHASING YOUR SHARES

Harris Bank may purchase shares of Blyth Common Stock either in the open
market or directly from Blyth. Shares purchased directly from Blyth will be
issued from authorized but unissued or treasury shares. Harris Bank will make
purchases for initial and optional cash investments on a monthly basis.

For Plan shares purchased on the open market, your purchase price will be
the weighted average price paid by

-3-
<PAGE>

Harris Bank on the day the shares are purchased, plus, except in the case of an
investment made pursuant to an automatic payroll deduction, both a service
charge and a brokerage commission. The brokerage commission will be $0.10 per
share (or fraction of a share) purchased. In general, the service charge will be
$5.00 per transaction. However, if you have elected to make investments through
automatic monthly withdrawals from your bank account, the service charge will
only be $1.50 per transaction. Moreover, if you are an employee of Blyth who has
elected to make automatic investments through payroll deductions, you will not
be charged a service charge or a brokerage commission for investments made
through automatic payroll deductions.

If you authorize automatic monthly withdrawals from your bank account,
your money will be transferred five business days prior to the Monthly
Withdrawal Investment Date, and such funds generally will be invested no
later than the Monthly Withdrawal Investment Date.

If you are an employee of Blyth or one of its subsidiaries, and if you
authorize automatic payroll deductions, the funds that you have elected to
invest will be deducted from your payroll on the first payday of each month,
in the case of employees who are paid bi-weekly, and every payday, in the
case of employees who are paid on a weekly basis. Such payroll deductions
generally will be invested no later than the Payroll Deduction Investment
Date.

If you are making an investment otherwise than through an automatic
monthly withdrawal or an automatic payroll deduction, your funds generally
will be invested on the third Thursday of the month if a business day, or if
not, on the next business day, so long as such funds are received by Harris
Bank five business days prior to such investment date.

For Plan shares purchased from Blyth, your price will be the average of the
daily high and low sales prices of Blyth shares as reported by the New York
Stock Exchange on the purchase date.

After each transaction, Harris Bank will send you a statement which will
include the purchase price of your shares and the brokerage commission charged.

TIMING AND CONTROL OF PURCHASES

Harris Bank will arrange for the purchase of all Blyth shares for the Plan.
Neither Blyth nor any Plan participant will control either the timing or pricing
of shares purchased. Accordingly, you will bear any risk associated with
fluctuations in the market price of Blyth Common Stock while your funds are held
pending investment. In addition, you will not earn interest on cash held by the
Plan Agent for your account pending investment.

ALL CASH INVESTMENTS ARE SUBJECT TO COLLECTION BY HARRIS BANK

If your check or automatic monthly withdrawal from a bank account is
rejected because of insufficient funds, Harris Bank will charge you an
uncollected funds fee of $25.00, cancel your purchase request and immediately
remove any shares of Blyth Common Stock purchased on the credit of the
uncollected funds. Harris Bank may sell such shares to satisfy any uncollected
amounts plus the $25 fee, and, if the proceeds of such sale are insufficient,
Harris Bank may sell additional shares from your Plan account until the
uncollected balance and such fee are satisfied in full.

GIFTS

You may make gifts of Blyth shares held by you in the Plan to another
person by calling Harris Bank and requesting transfer instructions. Gifts must
be a minimum of five shares and must be made in whole shares. Once your
completed transfer instructions are received, your request will be processed
promptly by Harris Bank. A $5 service charge will be imposed with respect to
each such gift.

You may also make a gift by establishing a new account and making an
initial investment in the recipient's name. If the recipient is already a Plan
participant, you may make a gift by making an optional cash investment in the
recipient's name. However, whether you are establishing an account or making an
optional cash investment as a gift, you are subject to minimum requirements and
enrollment fees established by the Plan, as well as a gift service charge of $5.

-4-
<PAGE>

"CERTIFICATELESS" HOLDING OF YOUR BLYTH SHARES

The Plan permits you to deposit all of your Blyth stock certificates with
Harris Bank. By doing so, shares which you deposit and all shares purchased
under the Plan will be held in book entry form and no certificate will be
issued. As a Plan participant, you will receive semi-annual statements from
Harris Bank advising you as to the number of shares in your account. You may
sell, transfer or make gifts of stock simply by giving Harris Bank written
instructions. At any time, if you want certificates for some or all of your
shares, you must send a written request to Harris Bank and they will send you
your certificates.

To deposit certificates for shares of Blyth Common Stock you already own
into your Plan account, send them by insured mail with appropriate instructions
to:

Harris Bank
Blyth InvestDirect-SM- Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309

OBTAINING STOCK CERTIFICATES FOR YOUR PLAN SHARES

To obtain a stock certificate for any or all of your shares of Blyth Common
Stock that are purchased pursuant to the Plan, complete the tear-off form on
your Plan Statement and mail or fax both sides of the form to Harris Bank at
1-312-461-5543. Stock certificates will not be issued for fractions of shares.

YOUR PLAN STATEMENTS AND CONFIRMATIONS

Harris Bank will mail you a semi-annual statement showing all transactions
for your account during the preceding six months, including year-to-date and
other account information. Each time you purchase, deposit, transfer, gift or
withdraw shares, Harris Bank will send you a transaction statement.

YOUR RIGHTS AS A BLYTH STOCKHOLDER

Plan participants possess all of the rights and privileges that any Blyth
stockholder enjoys. As a Blyth stockholder, you will also receive copies of all
communications sent generally to Blyth stockholders, including annual reports
and proxy statements. The proxy statement and proxy form for meetings of Blyth
stockholders will cover all the Blyth shares you own, including any shares you
own directly outside of the Plan or in street name. The proxy allows you to
indicate how you want your shares to be voted.

CHANGING YOUR INVESTMENT OPTIONS

You may change or stop automatic monthly withdrawals from your bank
account by mailing the tear-off form on your Plan Statement to Harris Bank.
Harris Bank must receive your written request at least five business days
before the date of the next automatic withdrawal. Forms may be obtained by
calling Harris Bank at 1-877-424-1968 (toll free). If you are an employee of
Blyth or one of its subsidiaries, you may change or stop your automatic
payroll deductions by notifying your payroll manager that you wish to change
or stop such deductions, in which event the deductions will be stopped or
changed as soon as practicable after the date of your notice.

REFUNDS

You may obtain a refund of your initial investment or any optional cash
investment if your written request for refund is received by Harris Bank at
least two business days prior to the investment date. Harris Bank will mail you
a refund check within approximately two weeks of your request.

-5-

<PAGE>

SELLING YOUR SHARES

You may sell some or all of your shares held in the Plan by mailing the
tear-off form on your Plan Statement to Harris Bank. Harris Bank will generally
sell shares on a weekly basis, usually on the first business day of the week.
Consequently, sale instructions received on any given business day will
generally be executed within five business days. Your sales price will be the
weighted average price received by Harris Bank for all sales made on the day on
which your shares are sold. The cash proceeds that you will receive for the
shares sold will be equal to this weighted average daily sales price, less both
a service charge of $10.00 and a brokerage commission of $0.10 per share (or
fraction of a share). Please note that Harris Bank cannot accept instructions to
sell on a specific day or at a specific price. Harris Bank will mail you a check
for the net proceeds from the sale of your shares within three business days
after the settlement date.

If you prefer, you may withdraw your Blyth shares from the Plan and sell
them through your broker.

WITHDRAWAL FROM THE PLAN

You may withdraw from the Plan at any time by giving written notice of your
desire to withdraw to Harris Bank. Upon withdrawing, you may instruct Harris
Bank to sell your Blyth shares held in the Plan, as described above, or to send
you stock certificates for all of your Blyth shares in the Plan. Fractional
shares will be liquidated and Harris Bank will send the net proceeds to you.
Forms for withdrawing from the Plan will be provided by Harris Bank upon
request.

If the shares in your Plan account fall below one full share, Harris Bank
will automatically liquidate the fractional share, close your Plan account and
send the net proceeds to you. Sales of a fractional share will be subject to
the same service charges and brokerage commissions as a sale of a whole share.

FEES

All Plan fees and charges are subject to change by Blyth and Harris Bank.
Participants will be notified promptly of any changes. The current Plan fees and
charges are as follows:

Description Amount

Initial enrollment fee, if applicable* $10.00
Service charge for optional cash investments $ 5.00 per purchase
Service charge for investment of automatic
bank withdrawals $ 1.50 per purchase
Brokerage commissions on purchase of Plan shares* $ 0.10 per share
Service charge for sale of Plan shares $10.00 per sale
Brokerage commissions on sale of Plan shares $ 0.10 per share
Gifts of shares $ 5.00 per gift
Certificate deposit ("Certificateless Holdings") No Charge
Previous years' Plan statements $10.00 per year
Charge for dishonored checks/automatic monthly withdrawals $25.00

*Blyth employees who have elected to make investments through automatic payroll
deductions will not be charged an initial enrollment fee nor will they be
charged a service charge or brokerage commissions for the purchase of shares
through payroll deductions.

TAX CONSEQUENCES

If you are an employee of Blyth or one of its subsidiaries who has
elected to make investments though automatic payroll deductions, the
brokerage commissions on the purchase on the open market of Plan shares
acquired with funds derived from such automatic payroll deductions, as well
as service charges of Harris Bank for such purchases ($1.00 per transaction),
will be considered taxable income to you because they will be paid for your
account by Blyth. The total amount of such commissions and service charges
will be reported to you on your W-2 and will be subject to payroll
withholding in

-6-
<PAGE>

accordance with applicable law. Such amounts will also be reported to the
Internal Revenue Service and, where applicable, to state tax authorities shortly
after the close of each year.

All Blyth shares that are sold through Harris Bank will be reported to the
IRS as required by law. Any profit or loss you incur should be reflected when
you file your income tax returns. A transfer of shares to the Plan or withdrawal
of shares which are not actually sold will not generate a gain or loss for
federal income tax purposes.

Be sure to keep your Plan Statements for income tax purposes. If you have
any questions about the tax treatment of any transaction or your participation
in the Plan, please consult your tax advisor.

CHANGES TO THE PLAN

Blyth may terminate or change the Plan, including its fees and charges, at
any time. We will send you written notice of any significant changes. Blyth and
Harris Bank also have the right to adopt other rules and regulations from time
to time in order to enhance the operation of the Plan.

STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS

In the event that shares of Blyth Common Stock are distributed in
connection with any stock dividend, stock split or similar transaction, each
Plan account will be adjusted to reflect the receipt of the distributed shares
in book entry form. Your Plan Statement will reflect any such adjustments.

RESPONSIBILITIES OF BLYTH AND HARRIS BANK

Neither Blyth nor Harris Bank shall be liable for any act, or for any
failure to act, as long as they have made good faith efforts to carry out the
terms of the Plan, as described in this Prospectus.

FOREIGN INVESTORS

If you are a non-U.S. investor, you are responsible for ensuring that your
participation in the Plan does not violate any laws of your home country, and
neither Blyth nor Harris Bank will be responsible for compliance with
non-U.S.laws. Blyth reserves the right to limit or deny enrollment in the Plan
by any non-U.S. investor.

USE OF PROCEEDS

The proceeds from the sale by Blyth of newly issued shares will be used for
general corporate purposes.

LEGAL MATTERS

Certain legal matters in connection with the Plan will be passed upon for
Blyth by Finn Dixon & Herling LLP, Stamford, Connecticut. As of the date hereof,
certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP,
and who have provided advice with respect to the offer and sale of securities
pursuant to the Plan, beneficially own an aggregate of 15,150 shares of Common
Stock.

EXPERTS

The audited consolidated financial statements and schedules of the Company
as of January 31, 1997 and for each of the two fiscal years ended January 31,
1996 and 1997, incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1998 into this Prospectus and
elsewhere in the Registration Statement of which this Prospectus forms a part,
have been incorporated by reference in reliance upon the reports of Grant
Thornton LLP, independent certified public accountants, and upon the authority
of that firm as experts in

-7-
<PAGE>

accounting and auditing.

The audited consolidated financial statements and schedules of the
Company as of January 31, 1998 and for the fiscal year ended January 31,
1998, incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1998 into this Prospectus and elsewhere
in the Registration Statement of which this Prospectus forms a part, have
been incorporated by reference in reliance upon the reports of
PricewaterhouseCoopers LLP, independent certified public accountants, and
upon the authority of that firm as experts in accounting and auditing.

AVAILABLE INFORMATION

A Registration Statement on Form S-3 under the Act, including amendments
thereto, relating to the shares of Common Stock offered pursuant to the Plan has
been filed by the Company with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
shares of Common Stock offered pursuant to the Plan, you may refer to such
Registration Statement and exhibits and schedules filed as a part thereof. The
Company also files periodic reports, proxy statements and other information with
the Commission. You may inspect a copy of the Registration Statement and such
other materials without charge at the Public Reference Section of the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may also obtain copies
of all or any portion of the Registration Statement and other such materials
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of prescribed fees. Copies of such
documents may also be inspected at the offices of the New York Stock Exchange
located at 20 Broad Street, New York, New York 10005. The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference:

(1) The Company's Annual Report on Form 10-K for the year ended
January 31, 1998, including portions of the Company's Proxy
Statement dated April 29, 1998 relating to the Company's 1998
Annual Meeting of Stockholders and portions of the Company's
Annual Report to Stockholders for the fiscal year ended January
31, 1998, which are incorporated therein by reference.

(2) The Company's Proxy Statement dated April 29, 1998.

(3) The description of the Common Stock of the Company which is
contained in the registration statement on Form 8-A filed by the
Company on April 19, 1994.

(4) The Company's Current Report on Form 8-K filed on June 5, 1998.

All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be incorporated by reference into this
Prospectus and shall be deemed to be part of this Prospectus from the date of
filing of such reports and documents. Any statement contained herein or in a
document incorporated by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, a copy of any or all of the documents which have been or may be
incorporated in this Prospectus by reference, other than certain exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates. Requests for such copies
should be directed to: Blyth Industries, Inc., 100 Field Point Road, Greenwich,
Connecticut 06830 (Attention: Investor Relations Department) (telephone: (203)
661-1926).

-8-
<PAGE>

BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

INITIAL ENROLLMENT FORM FOR REGISTERED SHAREHOLDERS

ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)

/ / SINGLE/JOINT / / CUSTODIAL / / TRUST
ACCOUNT* ACCOUNT* ACCOUNT*

<S> <C> <C>
- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Name Custodian's Name Trust Name or Beneficiary

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's Name Trustee Name

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's State of Residence Date of Trust

* Joint account will be presumed * A minor is the beneficial owner * Trust account is established
to be joint tenants with right of of the account with an adult in accordance with the provisions
survivorship unless restricted custodian managing the account of a trust agreement.
by applicable state law or until the minor becomes of age,
otherwise indicated. Only one as specified in the Uniform Gifts
Social Security Number is To Minors Act in the minor's
required. state of residence.

</TABLE>

------------------------------

SOCIAL SECURITY NUMBER ------------------------------
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT
IF ENROLLMENT REPRESENTS A GIFT.

------------------------------------------------------------
ACCOUNT ADDRESS
------------------------------------------------------------
Street, City, State, Zip Code and Daytime Telephone Number

--------------------------
ENCLOSED IS A CHECK FOR $

--------------------------

The minimum initial investment is $250 (or $50 if you elect automatic
deductions from your bank or financial institution), the maximum initial
investment is $10,000. No interest will be paid on funds held pending
investment.

/ / AUTOMATIC DEDUCTIONS Please check this box and complete the Automatic
Deductions Form on the reverse side if you wish to make additional cash
investments by Automatic Deductions from your bank or financial institution.

Participation in the Plan is subject to the terms outlined in the
Prospectus. Participation in the Plan may be terminated at any time by
sending written instructions signed by all registered owners to Harris Bank
at the address listed in the Prospectus. I hereby warrant that under
penalties of perjury, the social security number provided is correct. If I
(we) have checked the automatic deduction box above, I (we) hereby authorize
Harris Trust and Savings Bank to make monthly automatic transfers of funds
from the checking or savings account in the amount stated. This monthly
deduction will be used to purchase shares of Blyth Industries, Inc. common
stock for deposit into my (our) account.

------------------------------ ------------------------
Signature: Date:
------------------------------ ------------------------

------------------------------ -----------------
Signature: Daytime
Telephone Number:
------------------------------ -----------------

-9-
<PAGE>

AUTHORIZATION FORM FOR AUTOMATIC DEDUCTION

Complete this form ONLY IF YOU WISH TO AUTHORIZE AUTOMATIC DEDUCTIONS to
purchase additional shares by Automatic Deductions from your bank or financial
institution. Please complete all 6 steps.

1. TYPE OF ACCOUNT: Check One. / / Checking Account / / Savings Account

2. BANK ACCOUNT NUMBER: Enter your bank account number found in the lower left
portion of your check or deposit slip as illustrated in the example below.

--------------------------------

3. BANK ROUTING NUMBER (ABA): Enter your bank's 9 digit number (ABA number)
found in the lower left portion of your check or deposit slip as illustrated
below.

--------------------------------

4. AMOUNT OF AUTOMATIC DEDUCTION Enter the amount to be deducted from your
bank account approximately five business days prior to the third Thursday of
each month. ($50 minimum; $10,000 maximum per month.)

--------------------------------

5. NAME ON BANK ACCOUNT: Enter the name that appears on the bank account as
illustrated in the example below.

--------------------------------

6. FINANCIAL INSTITUTION: Enter the information on your financial institution
as illustrated in the example below.

--------------------------------------------
FINANCIAL
INSTITUTION
--------------------------------------------

--------------------------------------------
BRANCH
NAME
--------------------------------------------

--------------------------------------------
BRANCH
STREET ADDRESS
--------------------------------------------

--------------------------------------------
BRANCH
CITY, AND ZIP CODE
--------------------------------------------

- --------------------------------------------------------------------------------
Please enclose a copy of a VOIDED check or a savings deposit slip to verify
banking information.
- --------------------------------------------------------------------------------

USE THIS ILLUSTRATION AS A GUIDE TO COMPLETE THE ABOVE FORM
- --------------------------------------------------------------------------------

(5)John A. Doe
Mary B. Doe ___________________ 19____
123 Your Street 63-670
Anywhere, USA 12345 670

Pay to the
order of____________________________________ $

______________________________________________ _____________Dollars

(6)Bank of Anywhere
123 Main Street
Anywhere, USA 12345

FOR_________________________________
[:071000013:] 123456789] SAMPLE (NON-NEGOTIABLE)

(3) (4)

- --------------------------------------------------------------------------------

Completed and signed form should be mailed with your check or money order to:

Harris Bank
Blyth InvestDirect-SM- Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309

-10-
<PAGE>

BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

INITIAL ENROLLMENT FORM

ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)

/ / SINGLE/JOINT / / CUSTODIAL / / TRUST
ACCOUNT* ACCOUNT* ACCOUNT*

<S> <C> <C>
- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Name Custodian's Name Trust Name or Beneficiary

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's Name Trustee Name

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's State of Residence Date of Trust

</TABLE>

------------------------------

SOCIAL SECURITY NUMBER ------------------------------
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT
IF ENROLLMENT REPRESENTS A GIFT.

------------------------------------------------------------
ACCOUNT ADDRESS
------------------------------------------------------------
Street, City, State, Zip Code and Daytime Telephone Number

--------------------------
ENCLOSED IS A CHECK FOR $

--------------------------

------------------------------ ------------------------
Signature: Date:
------------------------------ ------------------------

------------------------------ -----------------
Signature: Daytime
Telephone Number:
------------------------------ -----------------

-11-
<PAGE>

AUTHORIZATION FORM FOR AUTOMATIC DEDUCTION

Complete this form ONLY IF YOU WISH TO AUTHORIZE AUTOMATIC DEDUCTIONS to
purchase additional shares by Automatic Deductions from your bank or financial
institution. Please complete all 6 steps.

1. TYPE OF ACCOUNT: Check One. / / Checking Account / / Savings Account

2. BANK ACCOUNT NUMBER: Enter your bank account number found in the lower left
portion of your check or deposit slip as illustrated in the example below.

--------------------------------

3. BANK ROUTING NUMBER (ABA): Enter your bank's 9 digit number (ABA number)
found in the lower left portion of your check or deposit slip as illustrated
below.

--------------------------------

5. NAME ON BANK ACCOUNT: Enter the name that appears on the bank account as
illustrated in the example below.

--------------------------------

6. FINANCIAL INSTITUTION: Enter the information on your financial institution
as illustrated in the example below.

--------------------------------------------
FINANCIAL
INSTITUTION
--------------------------------------------

--------------------------------------------
BRANCH
NAME
--------------------------------------------

--------------------------------------------
BRANCH
STREET ADDRESS
--------------------------------------------

--------------------------------------------
BRANCH
CITY, AND ZIP CODE
--------------------------------------------

USE THIS ILLUSTRATION AS A GUIDE TO COMPLETE THE ABOVE FORM
- --------------------------------------------------------------------------------

(5)John A. Doe
Mary B. Doe ___________________ 19____
123 Your Street 63-670
Anywhere, USA 12345 670

Pay to the
order of____________________________________ $

______________________________________________ _____________Dollars

(6)Bank of Anywhere
123 Main Street
Anywhere, USA 12345

FOR_________________________________
[:071000013:] 123456789] SAMPLE (NON-NEGOTIABLE)

(3) (4)

- --------------------------------------------------------------------------------

Completed and signed form should be mailed with your check or money order to:

Blyth InvestDirect-SM- Stock Purchase Plan
Shareholder Communications Corp.
P. O. Box 1004
Bowling Green Station
New York, NY 10275-1004

-12-
<PAGE>

BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

INITIAL ENROLLMENT FORM
FOR EMPLOYEES OF BLYTH INDUSTRIES, INC. AND ITS SUBSIDIARIES

ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)

/ / SINGLE/JOINT / / CUSTODIAL / / TRUST
ACCOUNT* ACCOUNT* ACCOUNT*

<S> <C> <C>
- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Name Custodian's Name Trust Name or Beneficiary

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's Name Trustee Name

- ------------------------ ----------------------------- -------------------------

- ------------------------ ----------------------------- -------------------------
Joint Owner (if any) Minor's State of Residence Date of Trust

</TABLE>

------------------------------

SOCIAL SECURITY NUMBER ------------------------------
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT
IF ENROLLMENT REPRESENTS A GIFT.

================================================================================
1. PAYROLL FREQUENCY: Check one. / /Biweekly / / Weekly

2. AMOUNT OF AUTOMATIC DEDUCTION: --------------------
Enter the amount to be deducted from the first
paycheck of each month (biweekly payroll frequency): --------------------

--------------------
Enter the amount to be deducted from each paycheck
(weekly payroll frequency): --------------------

================================================================================
Participation in the Plan is subject to the terms as outlined in the
Prospectus. Participation in the Plan may be terminated at any time by
sending written instructions signed by all registered owners to Harris Bank at
the address listed in the Prospectus. I hereby warrant that under
penalties of perjury, the social security number provided is correct. I hereby
authorize Blyth Industries, Inc. or one of its subsidiaries to make automatic
payroll deductions in the amount stated. I understand that no interest will be
paid on funds pending investment. These deductions will be used to purchase
shares of Blyth Industries, Inc. common stock for deposit into my (our) account.

------------------------- --------------------

Signature: ------------------------- Date: --------------------

--------------------

Daytime Telephone Number: --------------------

Completed form should be mailed to: Blyth InvestDirect-SM- Stock Purchase Plan
Blyth Industries, Inc.
999 E. Touhy Avenue - Suite 450
Des Plaines, IL 60018
Attn: Payroll Manager

-13-
<PAGE>

- --------------------------------------------------------------------------------

BLYTH INDUSTRIES, INC.

BLYTH INVESTDIRECT-SM- STOCK PURCHASE PLAN

------------

PROSPECTUS

------------

TABLE OF CONTENTS

Page

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Blyth InvestDirect-SM- Stock Purchase Plan. . . . . . . . . .2
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . .7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Available Information . . . . . . . . . . . . . . . . . . . . . .8
Incorporation of Certain Documents By Reference . . . . . . . . .8

--------------------------

No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy by anyone in any jurisdiction in which such
offer to sell or solicitation is not authorized, or in which the person making
the offer or solicitation is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct as of
any date subsequent to the date hereof.

July 24, 1998

- --------------------------------------------------------------------------------

-10-
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimated except the Securities and Exchange Commission registration fee.

SEC registration fee . . . . . . . . . . . . . . . . . . . .$ 4,535.63
Printing and mailing expenses. . . . . . . . . . . . . . . . 50,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . 15,000
Accounting fees and expenses . . . . . . . . . . . . . . . . 2,500
Plan Agent Fees. . . . . . . . . . . . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 5,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . .$ 92,035.63
============

The foregoing fees and expenses will be borne by the Registrant.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the "DGCL"),
Article VI of the Registrant's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith and
certain other liabilities.

Section 145 of the DGCL provides for indemnification by the Registrant of
its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.

The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.

II-1
<PAGE>

ITEM 16. EXHIBITS.

Exhibit No. Description of Exhibit

5. Opinion of Finn Dixon & Herling LLP (including the consent of
such firm) regarding legality of securities being offered

23.1 Consent of Finn Dixon & Herling LLP (included as part of its
opinion filed as Exhibit 5 hereto)

23.2 Consent of Grant Thornton LLP, independent certified public
accountants

23.3 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants

24.1 Powers of Attorney

24.2 Certified Resolutions

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling person of the Registrant
pursuant to the DGCL, the Certificate of Incorporation and By-laws, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in

II-2
<PAGE>

the registration statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut, on the 24th day of
July, 1998.

BLYTH INDUSTRIES, INC.

By: /s/ Bruce D. Kreiger
-----------------------------------------------
Bruce D. Kreiger
Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer July 24, 1998
- ------------------------ and President, Director
Robert B. Goergen (Principal Executive Officer)

* Vice President and Chief Financial July 24, 1998
- ------------------------ Financial Officer (Principal Financial
Richard T. Browning and Accounting Officer)

* Vice Chairman and Director July 24, 1998
- ------------------------
Howard E. Rose

* Director July 24, 1998
- ------------------------
Roger A. Anderson

* Director July 24, 1998
- ------------------------
John W. Burkhart

* Director July 24, 1998
- ------------------------
Pamela M. Goergen

* Director July 24, 1998
- ------------------------
Neal I. Goldman

* Director July 24, 1998
- ------------------------
Roger H. Morley

* Director July 24, 1998
- ------------------------
John E. Preschlack

* Director July 24, 1998
- -------------------------------
Frederick H. Stephens, Jr.

*By /s/ Bruce D. Kreiger
--------------------
Bruce D. Kreiger
Attorney-in-Fact

</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

Exhibit No. Description of Exhibit
- ----------- ----------------------

5. Opinion of Finn Dixon & Herling LLP (including the consent
of such firm) regarding legality of securities being offered

23.1 Consent of Finn Dixon & Herling LLP (included as part of its
opinion filed as Exhibit 5 hereto)

23.2 Consent of Grant Thornton LLP, independent certified public
accountants

23.3 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants

24.1 Powers of Attorney

24.2 Certified Resolutions

<PAGE>
Exhibit 5

FINN DIXON & HERLING LLP
ATTORNEYS AT LAW
ONE LANDMARK SQUARE
STAMFORD, CONNECTICUT 06901
TELEPHONE (203) 325-5000
FACSIMILE (203) 348-5777

July 24, 1998

Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut 06830

Re: Blyth Industries, Inc. -- Registration Statement on Form S-3
------------------------------------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Blyth Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-3
(the "Registration Statement") of the Company, covering 500,000 shares of the
Common Stock, $0.02 par value per share (the "Common Stock"), of the Company, to
be sold by the Company pursuant to the Plan (as defined in such Registration
Statement).

In rendering the opinion set forth herein, we have examined executed
copies, telecopies or photocopies of: (i) the Registration Statement; (ii) the
Restated Certificate of Incorporation, the Restated By-laws and minute books of
the Company; and (iii) such other records, documents, certificates and other
instruments as in our judgment are necessary or appropriate as a basis for the
opinion expressed below. In our examination of such documents we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company.

Based upon the foregoing, and in reliance thereon, and subject to the
qualifications, assumptions and exceptions heretofore and hereinafter set forth,
we are of the opinion that the 500,000 shares of Common Stock of the Company
which are to be sold pursuant to the Plan have been duly authorized and, when
validly issued, will be fully paid and nonassessable.

We do not express, or purport to express, any opinion with respect to the
laws of any jurisdiction other than the General Corporation Law of the State of
Delaware.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Legal Matters" in the Registration Statement and the Prospectus which
forms a part thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission. This opinion is given as
of the date hereof and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter occur or come
to our attention or any changes in law which may hereafter occur.

Very truly yours,

/s/ Finn Dixon & Herling LLP

<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our reports, dated March 28, 1997, accompanying the
consolidated financial statements of Blyth Industries, Inc. and Subsidiaries
appearing in the 1998 Annual Report to Stockholders and accompanying the
schedule for each of the two years in the period ended January 31, 1997,
included in the Annual Report on Form 10-K for the year ended January 31, 1998,
which are incorporated by reference into this Registration Statement on Form
S-3. We consent to the use and the incorporation by reference into this
Registration Statement on Form S-3 of the aforementioned reports, and to the use
of our name as it appears under the caption "Experts" in this Registration
Statement on Form S-3.

GRANT THORNTON LLP

/s/ Grant Thornton LLP

Chicago, Illinois
July 20, 1998

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated March 25, 1998, on our audit of the
consolidated financial statements and financial statement schedule of Blyth
Industries, Inc. and Subsidiaries as of January 31, 1998 and for the year
then ended. We also consent to the reference to our firm under the caption
"Experts."

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
July 22, 1998

<PAGE>

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Blyth Industries, Inc., a Delaware corporation (the
"Company"), which is about to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement for the registration of up to 500,000 shares of
common stock, par value $0.02 per share, of the Company (the "Registration
Statement"), constitutes and appoints each of ROBERT B. GOERGEN, HOWARD E. ROSE
and BRUCE D. KREIGER his or her true and lawful attorney-in-fact and agent, with
the full power of substitution, for him or her in any and all capacities, to
sign the Registration Statement and any and all amendments (including
post-effective amendments) or supplements to the Registration Statement and to
file the same, with all exhibits thereto (including, without limitation, this
power of attorney) and other instruments and documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary and appropriate to be done with respect to the
Registration Statement or any amendments or supplements thereto, including
without limitation to make any and all state securities law or blue sky filings,
hereby ratifying and confirming all that each said attorney-in-fact and agent,
or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has set his or her hand this
9th day of June, 1998.

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert B. Goergen Chairman, Chief Executive Officer June 9, 1998
- ------------------------ and President, Director
Robert B. Goergen (Principal Executive Officer)

/s/ Richard T. Browning Vice President and Chief Financial June 9, 1998
- ------------------------ Financial Officer (Principal Financial
Richard T. Browning and Accounting Officer)

/s/ Howard E. Rose Vice Chairman and Director June 9, 1998
- ------------------------
Howard E. Rose

/s/ Roger A. Anderson Director June 9, 1998
- ------------------------
Roger A. Anderson

/s/ John W. Burkhart Director June 9, 1998
- ------------------------
John W. Burkhart

/s/ Pamela M. Goergen Director June 9, 1998
- ------------------------
Pamela M. Goergen

/s/ Neal I. Goldman Director June 9, 1998
- ------------------------
Neal I. Goldman

/s/ Roger H. Morley Director June 9, 1998
- ------------------------
Roger H. Morley

<PAGE>
-2-

/s/ John E. Preschlack Director June 9, 1998
- ------------------------
John E. Preschlack

/s/ Frederick H. Stephens, Jr. Director June 9, 1998
- -------------------------------
Frederick H. Stephens, Jr.

</TABLE>

<PAGE>
Exhibit 24.2

BLYTH INDUSTRIES, INC.

CERTIFICATION

I, the undersigned Secretary of BLYTH INDUSTRIES, INC., a Delaware
corporation, certify that the attached is a true copy of resolutions adopted by
the Board of Directors of Blyth Industries, Inc. at a regular meeting on June 9
1998, and that the same is still in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
Blyth Industries, Inc. this 9th day of June, 1998.

/s/ Bruce D. Kreiger
-------------------------------
Name: Bruce D. Kreiger
Title: Secretary

BLYTH INDUSTRIES, INC.

Board of Directors Resolutions

June 9, 1998

* * *

RESOLVED, that the Corporation does hereby approve and adopt the Blyth
Direct Investment Plan, substantially as it is described in the draft of the
proposed Prospectus that is included in the draft of the proposed Registration
Statement on Form S-3 presented to and reviewed by this Board, a copy of which
is attached hereto as Exhibit A and the terms and conditions of which are
incorporated herein by reference, with such additions, deletions and
modifications thereto as the officers executing the Registration Statement on
behalf of this Corporation shall in their discretion determine to be necessary
or advisable (such determination to be evidenced conclusively by their execution
thereof)(such Blyth Direct Investment Plan, with such additions, deletions and
modifications being hereinafter referred to as the "Plan"), and that the proper
officers of the Corporation be, and they hereby are, authorized and directed to
take such actions as may be necessary or desirable to implement and carry out
the purposes of the Plan;

RESOLVED, that the proposed Registration Statement on Form S-3 and
proposed Prospectus included therein, substantially in the form of the draft
presented to and reviewed by this Board (the "Registration Statement"), covering
the registration under the Securities Act of 1933, as amended, of up to 500,000
shares of Common Stock of the Corporation (the "Common Stock") to be sold by the
Company pursuant to the Blyth Direct Investment Plan (as described in the
Registration Statement), be, and they hereby are, approved; and that the proper
officers of this Corporation be, and each of them hereby is, authorized and
directed, in the name and on behalf of this Corporation, to execute, by power of
attorney or otherwise, the Registration Statement, with such additions,
deletions and modifications thereto as the officers executing the same on behalf
of this Corporation shall in their discretion determine to be necessary or
advisable (such determination to be evidenced conclusively by their execution
thereof), to file the Registration Statement (together with the exhibits
thereto) with the Commission and to execute such other documents and to take
such other actions with respect thereto as they shall deem necessary or
advisable;

RESOLVED, that the issuance, sale and delivery of up to 500,000 shares
of the Corporation's authorized but unissued shares of Common Stock be and they
hereby are authorized and approved for purposes of sale pursuant to, and on the
terms and conditions set forth in, the Plan, and that, when so issued, all such
shares of Common Stock shall be duly and validly issued, fully paid and
non-assessable;

RESOLVED, that the proper officers of this Corporation be, and each of
them hereby is, authorized and directed in the name and on behalf of this
Corporation, from time to time to execute, by power of attorney or otherwise,
and to file with the Commission, such amendments and supplements to the
Registration Statement (together with the exhibits thereto) as the proper
officer or officers of this Corporation shall in his or their discretion
determine to be necessary or advisable (such determination to

<PAGE>

be evidenced conclusively by his or their execution thereof), and to execute
such other documents and take such other actions with respect thereto as the
proper officer or officers of this Corporation shall determine to be necessary
or advisable;

RESOLVED, that Robert B. Goergen, Howard E. Rose, and Bruce D. Kreiger
be, and each of them (with full power to act with or without the others) hereby
is, authorized to sign the Registration Statement and any and all amendments and
supplements (including post-effective amendments and amendments pursuant to Rule
462 of the Securities Act of 1933) to the Registration Statement, on behalf of
and as true and lawful attorney or attorneys for the Corporation and on behalf
of and as true and lawful attorney or attorneys for the Principal Executive
Officer and/or the Principal Financial Officer and/or the Principal Accounting
Officer and/or other officers of the Corporation, including, without limitation,
the Chairman and/or the President and/or each Vice President and/or the
Treasurer and/or the Secretary (in attestation of the corporate seal of the
Corporation or otherwise).

RESOLVED, that Robert B. Goergen, as Chairman, Chief Executive Officer
and President of this Corporation, be, and he hereby is, designated to act on
behalf of this Corporation as its agent for service to be named in and with
respect to all matters concerning the Registration Statement, and that Mr.
Goergen be, and he hereby is, authorized to receive on behalf of this
Corporation all notices and communications from the Securities and Exchange
Commission in connection with the Registration Statement;

RESOLVED, that the proper officers of this Corporation be, and each of
them hereby is, authorized and directed in the name and on behalf of this
Corporation to cause to be issued and delivered in accordance with the terms of
the Plan certificates representing shares of Common Stock sold by this
Corporation pursuant to the Plan, as an original issue from the authorized but
unissued shares of Common Stock, which certificates (i) shall be in the form
approved by the officer or officers issuing and delivering the same on behalf of
this Corporation (such approval to be evidenced conclusively by his or their
issuing and delivering the same) and (ii) shall be executed on behalf of this
Corporation by the manual or facsimile signatures of the officers of this
Corporation empowered by the Restated By-laws of this Corporation to so sign
certificates of capital stock and bear an engraved or imprinted facsimile seal
of this Corporation;

RESOLVED, that the signatures of the officers of this Corporation
authorized to execute the certificates representing such shares of Common Stock
may, but need not be, the facsimile signatures of the present or any future such
authorized officers imprinted or otherwise reproduced thereon, and that this
Corporation, for such purpose, hereby adopts each such facsimile signature as
binding upon it, notwithstanding the fact that at the time any such certificate
shall be delivered or disposed of the officers so signing shall have ceased to
be such authorized officers;

RESOLVED, that the corporate seal of this Corporation to be imprinted
or engraved on the certificates representing shares of Common Stock may be in
the form of a facsimile of the seal of this Corporation;

RESOLVED, that Harris Trust and Savings Bank, the registrar and
transfer agent (the "Transfer Agent") for the Common Stock be, and it hereby is,
authorized and directed to issue, register and deliver stock certificates
representing shares of Common Stock upon the request of the Chairman and Chief
Executive Officer, the Chief Financial Officer or the Secretary of this
Corporation; and that the proper officers of this Corporation be, and each of
them hereby is, authorized and directed (i) to give the Transfer Agent such
instructions as they may deem appropriate to effect the issuance, registration
and delivery of certificates for shares of Common Stock to be issued by this
Corporation pursuant to the resolutions adopted by this Board and sold pursuant
to the terms of the Plan; and (ii) to pay in the name and on behalf of this
Corporation all proper fees and charges of the Transfer Agent in connection with
the issuance and delivery of shares of Common Stock pursuant to the terms of the
Plan and the resolutions adopted by this Board;

RESOLVED, that it is desirable and in the best interests of this
Corporation that the shares of Common Stock to be issued, offered and sold
pursuant to the Registration Statement be qualified or registered for offer and
sale under the securities or "blue sky" laws of various states; that the proper
officers of this Corporation be, and each of them hereby is, authorized to
determine the states in which appropriate action shall be taken to qualify or
register for sale all or such part of such shares of Common Stock as such proper
officer or officers shall determine to be necessary or advisable; and that such
proper officers be, and each of them hereby is, authorized to perform on behalf
of this Corporation any and all acts as such proper officer or officers
determine to be necessary or advisable in order to comply with the applicable
securities or "blue sky" laws of any such states, and in connection therewith,
to execute and to file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process (the execution by such officer
or officers of any such instrument or document or the doing by him or them of
any act in connection with the foregoing matters to establish conclusively his
or their authority therefor from this Corporation and the approval and
ratification by this Board of the

<PAGE>

instrument and documents so executed and the actions so taken);

RESOLVED, that the proper officers of this Corporation be, and each of
them hereby is, authorized and directed in the name and on behalf of this
Corporation to take any and all actions which such proper officer or officers
may deem necessary or advisable in order to register this Corporation as a
dealer or broker in any state or states wherein such registration is requisite
or advisable in connection with the sale therein of shares of Common Stock
pursuant to the Plan; and in connection therewith, that such proper officers be,
and each of them hereby is, authorized and directed to execute, acknowledge,
verify, deliver, file and publish all such applications, reports, surety bonds,
issuer's covenants, irrevocable consents to service of process, powers of
attorney, resolutions and other papers and instruments as may be required under
such laws, and to take any such further action as such proper officer or
officers may determine to be necessary or advisable in order to maintain any
such registration (such determination to be conclusively evidenced by his or
their execution thereof);

RESOLVED, that this Board hereby adopts the form of any and all
resolutions required by any state authority in connection with any such
applications, reports, surety bonds, issuer's covenants, irrevocable consents to
service of process, powers of attorney and other papers and instruments related
to the sale of Common Stock pursuant to the Plan, if (i) in the opinion of the
proper officer or officers of this Corporation so acting the adoption of such
resolutions is necessary or advisable and (ii) the Secretary or an Assistant
Secretary of this Corporation evidences such adoption by filing copies of such
resolutions with the minutes of this meeting, which shall thereupon be deemed to
be adopted by this Board and incorporated herein as a part of this resolution
with the same force and effect as if set forth herein; and that the proper
officers of this Corporation be, and each of them hereby is, authorized to take
any and all further action which such proper officer or officers determine to be
necessary or advisable in order to maintain such registration for sale in the
various states in effect for as long as such proper officer or officers may deem
the same to be in the best interests of this Corporation;

RESOLVED, that it is desirable and in the best interests of this
Corporation to have all shares of Common Stock issuable pursuant to the Plan
listed on the New York Stock Exchange ("NYSE"); that the proper officers of this
Corporation be, and each of them hereby is, authorized to perform on behalf of
this Corporation any and all acts as such proper officer or officers may
determine to be necessary or advisable in order to effect the listing on the
NYSE, and in connection therewith, to execute and deliver in the name and on
behalf of this Corporation (under its corporate seal or otherwise) all
applications, instruments and documents, make all payments and do all other acts
and things, as such proper officer or officers may deem necessary, desirable or
proper in order to facilitate the foregoing;

RESOLVED, that the proper officers of this Corporation be, and each of
them hereby is, authorized to take all such further actions and to execute and
deliver all such further agreements, instruments and documents, in the name and
on behalf of this Corporation and under its corporate seal or otherwise, and to
pay all such expenses and taxes, as in the determination of such proper officer
or officers shall be necessary, proper or advisable in order to fully carry out
the intent and accomplish the purposes of the resolutions adopted hereby (such
determination to be evidenced conclusively by the taking of such actions, the
execution of such agreements, instruments and documents and the payment of such
expenses, as the case may be) and that all such actions heretofore taken by any
proper officer of this Corporation be, and they hereby are, ratified;

RESOLVED, that as used in the foregoing resolutions the term "the
proper officers" of this Corporation shall mean the Chairman and Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer and the
Secretary of this Corporation, and each of them, and, with respect to matters
involving only certification, attestation or countersignatures, any Assistant
Secretary of this Corporation;

RESOLVED, that all acts and deeds heretofore done and any action taken
by any director, officer, or agent of the Corporation for or on behalf of the
Corporation, in carrying out the terms and intentions of the foregoing
resolutions or otherwise in connection with the Registration Statement (or any
other agreement or instrument referred to therein) or with any of the
transactions contemplated by any of the foregoing documents, be, and hereby are,
ratified, approved and confirmed in all respects as the act and deed of the
Corporation; and

RESOLVED, that the proper officers of the Corporation be, and they
hereby are, authorized and directed to take all such further action, and to make
any and all such payments, and to execute and deliver all such instruments and
documents in the name and on behalf of the Corporation and under their
respective seals or otherwise, as in their judgment will be necessary, proper or
advisable in order to fully carry out the intent and purposes of the resolutions
and actions adopted at this meeting.