**Exhibit24.2**

 

BLYTH, INC.

 

CERTIFICATION

 

I, the undersignedSecretary of BLYTH, INC., a Delaware corporation, certify that the attached isa true copy of resolutions adopted by the Board of Directors of Blyth, Inc.(the “Board”) on March 31, 2004, at a meeting throughout which a quorumwas present, and the resolutions adopted by the Board by Unanimous WrittenConsent dated April 28, 2004, and that the same are still in full forceand effect.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand and affixed the seal of Blyth, Inc. this 30th day ofApril, 2004.

 

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

 

 

BLYTH, INC.

 

Board of DirectorsResolution

 

March 31,2004

 

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Form 10-K

 

**RESOLVED**, that the form, terms, andprovisions of the Annual Report on Form 10-K (the “Form 10-K”) in substantiallythe draft form presented to and reviewed by this Board, are approved and thatRobert B. Goergen and Robert H Barghaus be, and each of them with full power toact without the other hereby is, authorized (i) to sign the Form 10-K on behalfof the Corporation and any amendments thereto as either of them may approve onbehalf of the Corporation, in such form as the officer executing the Form 10-Kor any such amendment may approve, with any changes from the form presented tothis meeting as he may approve, such execution to be conclusive evidence ofsuch approval, and (ii) to file the Form 10-K with the Securities and ExchangeCommission (the “Commission”); and be it further

 

**RESOLVED**, that eachof the directors, the Chairman and Chief Executive Officer, the Vice Presidentand Chief Financial Officer, and the Vice President and General Counsel, of theCorporation, are each hereby authorized to execute in their respectivecapacities, a power of attorney in favor of Robert B. Goergen, Robert H.Barghaus and Bruce D. Kreiger designating each of them as the true and lawfulattorneys-in-fact and agents of the signatory with full power and authority toexecute and to cause to be filed with the Commission the Form 10-K for fiscalyear 2004 with all exhibits and other documents in connection therewith as suchattorneys-in-fact, or any one of them, may deem necessary or desirable; and todo and perform each and every act and thing necessary or desirable to be donein and about the premises as fully to all intents and purposes as such officersand directors could do themselves.

 

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BLYTH, INC.

 

Board of DirectorsUnanimous Written Consent

 

April 28,2004

 

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Form 10-K

 

WHEREAS, the Boardadopted resolutions (the “Prior Resolutions”) on March 31, 2004, approvingthe Annual Report on Form 10-K for the period ended January 31, 2004 (the“Form 10-K”);

 

WHEREAS, the Board hasdetermined that it is in the best interest of the Corporation to approve therevised form, terms, and provisions of the Form 10-K in substantially the draftform presented to and reviewed by the Board.

 

NOW THEREFORE, BE IT

 

RESOLVED, that the form, terms, andprovisions of the Form 10-K in substantially the draft form presented to andreviewed by this Board, are approved and that Robert B. Goergen andRobert H. Barghaus be, and each of them with full power to act without theother hereby is, authorized (i) to sign the Form 10-K on behalf of theCorporation and any amendments thereto as either of them may approve on behalfof the Corporation, in such form as the officer executing the Form 10-K or anysuch amendment may approve, with any changes from the draft form as he mayapprove, such execution to be conclusive evidence of such approval, and (ii) tofile the Form 10-K with the Securities and Exchange Commission (the“Commission”); and be it further

 

RESOLVED, that, except asmodified above, the Prior Resolutions are hereby ratified and reaffirmed, andremain in full force and effect.  Without limiting the foregoing, “the proper officers” of thisCorporation (as such term is used in the Prior Resolutions) are herebyauthorized to take such action with respect to the Form 10-K as such officerdetermines to be appropriate, such determination being conclusively evidencedby the taking of such action; and be it further

 

RESOLVED, that any andall actions heretofore taken by an officer of the Corporation with respect tothe matters contemplated herein are hereby approved and ratified.

 

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