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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         Date of Amendment: May 9, 2000
                  Date of Report Being Amended: April 28, 2000

                                 ------------
FOR THE FISCAL YEAR ENDED

   JANUARY 31, 2000                                  COMMISSION FILE NO. 1-13026

                             BLYTH INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                       36-2984916
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                 Identification No.)
         100 FIELD POINT ROAD
         GREENWICH, CONNECTICUT                         06830
         (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number including area code (203) 661-1926

           Securities registered pursuant to Section 12(b) of the Act:

         TITLE OF EACH CLASS                NAME OF EXCHANGE ON WHICH REGISTERED
         -------------------                ------------------------------------
         Common Stock, $0.02 par value      New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

         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 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. __

         As of April 17, 2000, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $1.041 billion based
on the closing price of the registrant's Common Stock on the New York Stock
Exchange on such date 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 April 17, 2000, there were 47,935,520 outstanding shares of
Common Stock, $0.02 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)      Portions of the Company's Proxy Statement dated April 28, 2000, as
         supplemented by a Supplement to Proxy Statement dated May 9, 2000, for
         the


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         Annual Meeting of Shareholders to be held on June 14, 2000
         (Incorporated into Part III)

Explanatory Note:

  This filing on Form 10-K/A amends the registrant's Annual Report on Form 10-K
to correct the number of shares of Common Stock outstanding as of April 17, 2000
and the aggregate market value of the voting stock held by non-affiliates of the
registrant and to incorporate into Part III the Supplement to Proxy Statement
dated May 9, 2000.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  May 9, 2000

                                         BLYTH INDUSTRIES, INC.

                                         By:/s/ Bruce D. Kreiger
                                         Name:  Bruce D. Kreiger
                                         Title: Vice President, General
                                                Counsel & Secretary