UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment No. 1)




(Mark
      One)x
              QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended July 31, 2008or ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ______________ to ______________
  Commission
File Number 1-13026
  BLYTH,
INC.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
                    36-2984916(State
      or Other Jurisdiction of
                      Incorporation
      or Organization)
                    (I.R.S.
      Employer
                      Identification
      No.)One
      East Weaver Street
                      Greenwich,
      Connecticut
                    06831(Address
      of Principal Executive Offices)
                    (Zip
      Code)


Registrant’s
telephone number, including area code: (203) 661-1926
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yes x                   
               
No  ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):
 
 Large
      accelerated filer  ̈
              
              Accelerated
      filer xNon-accelerated
      filer  ̈
              
              Smaller
      reporting company  ̈(Do
      not check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 Yes  ̈                   
               
No x
  Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
  35,563,940
Common Shares as of August 31, 2008
 
  1
  Explanatory
Note
  
  This
Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 2008 is being filed solely to file revised
Section 302 certifications.  Other than the revised certifications,
there are no other changes to our Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 2008 as filed with the Securities and Exchange
Commission on September 5, 2008.
  
   2
  Item
6.  Exhibits
  Exhibits
  31.1           Certification
of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
  31.2           Certification
of Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934.
  
   3
  
 
 SIGNATURES
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 BLYTH,
      INC.Date:
                  April 1,
    2009
                  
                  By:
                  /s/
      Robert B. GoergenRobert
      B. GoergenChairman
      and Chief Executive OfficerDate:
                  April 1,
    2009
                  
                  By:
                  /s/
      Robert H. BarghausRobert
      H. BarghausVice
      President and Chief Financial
Officer
 
  4