UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-K/A
 (Amendment
No. 1)
 
 (Mark
      One)x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended January 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) 661-1926Securities
      registered pursuant to Section 12(b) of the Act:
 
  
 Title of each class
              Name
      of each exchange
                on which registeredCommon
      Stock, par value $0.02 per share
              New
      York Stock Exchange
 
 Securities
registered pursuant to Section 12(g) of the Act:  None
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes    ̈   No   x
 
 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   xNo    ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer   ̈
              
              Accelerated
      filer  x
              
              Non-accelerated
      filer   ̈
                (Do not check if a smaller
      reporting company)
              
              Smaller
      reporting company   ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes    ̈   No   x
 
 The
aggregate market value of the voting common equity held by non-affiliates of the
registrant was approximately $616.8 million based on the closing price of the
registrant's Common Stock on the New York Stock Exchange on July 31, 2007 and
based on the assumption, for purposes of this computation only, that all of the
registrant's directors and executive officers are affiliates.
 
 As of
March 31, 2008, there were 36,232,976 outstanding shares of Common
Stock.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 Portions
of the 2008 Proxy Statement for the Annual Meeting of Shareholders to be held on
June 4, 2008 (Incorporated into Part III).
  1
  Explanatory
Note
  
  This
Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal
year ended January 31, 2008 is being filed solely to file revised Section 302
certifications.  Other than the revised certifications, there are no
other changes to our  Annual Report on Form 10-K for the fiscal year
ended January 31, 2008 as filed with the Securities and Exchange Commission on
April 14, 2008.
  
   2
  Item
15.  Exhibits and Financial Statement Schedules
  (a)(3)
Exhibits
  Exhibit
No.                                Description of
Exhibit
  31.1                      Section
302 Certification of Chairman and Chief Executive Officer
  31.2                      Section
302 Certification of Vice President and Chief Financial Officer
   3
  
 
 SIGNATURES
 
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
    Date:  April
      1, 2009
                BLYTH,
      INC.By:
      /s/ Robert B.
      Goergen
                  Name:
      Robert B. Goergen
                  Title:
      Chairman and Chief Executive
Officer
  
 
 
 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.
 
 
 Signature
                                  Title
                                  Date/s/ Robert B. Goergen
                                    Robert
      B. Goergen
                                  Chairman
      and Chief Executive Officer;
                                    Director
      (Principal Executive Officer)
                                  April
      1, 2009/s/ Robert H. Barghaus
                                    Robert
      H. Barghaus
                                  Vice
      President and Chief Financial Officer
                                    (Principal
      Financial and Accounting Officer)
                                  April
      1, 2009/s/ Anne M. Busquet
                                    Anne
      M. Busquet
                                  Director
                                  April
      1, 2009/s/ Pamela M. Goergen
                                    Pamela
      M. Goergen
                                  Director
                                  April
      1, 2009/s/ Neal I. Goldman
                                    Neal
      I. Goldman
                                  Director
                                  April
      1, 2009/s/ Carol J. Hochman
                                    Carol
      J. Hochman
                                  Director
                                  April
      1, 2009/s/ Wilma H. Jordan
                                    Wilma
      H. Jordan
                                  Director
                                  April
      1, 2009/s/ James M. McTaggart
                                    James
      M. McTaggart
                                  Director
                                  April
      1, 2009/s/ Howard E. Rose
                                    Howard
      E. Rose
                                  Director
                                  April
      1, 2009
  4