AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                 REGISTRATION NO.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                      THE YANKEE CANDLE COMPANY, INC.
           (Exact name of registrant as specified in its charter)

                MASSACHUSETTS                            04-2591416
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)

                             102 CHRISTIAN LANE
                        WHATELY, MASSACHUSETTS 01093
            (Address of Principal Executive Offices) (Zip Code)

                      THE YANKEE CANDLE COMPANY, INC.
                      1999 STOCK OPTION AND AWARD PLAN
                          (Full title of the plan)

                             Robert R. Spellman
             Senior Vice President and Chief Financial Officer
                             102 Christian Lane
                        Whately, Massachusetts 01093
                               (413) 665-8306
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES                 AMOUNT TO BE      OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED                  REGISTERED (1)     PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>                <C>                  <C>
Common Stock, par value $0.01 per share       2,576,376 shares  $12.61             $32,488,101          $8,122
(the "Common Stock")
----------------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act and in accordance
     therewith includes 2,576,376 shares of Common Stock subject to options
     and other awards granted or to be granted under the 1999 Stock Option
     and Award Plan based upon the average of the high and low sales prices
     for the Common Stock as reported by the New York Stock Exchange on
     March 23, 2001.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE

     This Registration Statement relates to 2,576,376 shares of common
stock of The Yankee Candle Company, Inc., par value $0.01 per share (the
"Common Stock"), which may be issued upon the exercise of stock options or
stock appreciation rights, or upon the granting of shares of restricted
stock, performance awards, share awards, or phantom stock awards under our
1999 Stock Option and Award Plan (the "Plan"). As of March 30, 2001,
options to purchase 256,500 shares of our Common Stock had been granted
under the Plan.


                                   PART I

     The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). These documents are not required to be filed with the SEC. They
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) of the prospectus. In
addition, you may receive a copy of the Plan without charge, by contacting
Robert R. Spellman at the following phone number: (413) 665-8306.

     References to "we," "us" and "our" refer to The Yankee Candle Company,
Inc., a Massachusetts corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms or access our SEC filings on the SEC's web
site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and information that we file
subsequently with the SEC will automatically update this Registration
Statement. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the termination of the offering:

     (a)  Our Registration Statement on Form 8-A (Reg. No. 001-15023),
          filed with the SEC on May 21, 1999, in which there are described
          the terms, rights and provisions applicable to our outstanding
          Common Stock; and

     (b)  Our Annual Report on Form 10-K for the fiscal year ended
          December 30, 2000, filed with the SEC on March 29, 2001.


     Item 4. Description of Securities

     Not applicable.


     Item 5. Interests of Named Experts and Counsel

     Not applicable.


     Item 6. Indemnification of Directors and Officers

     Our Articles of Organization provide that our directors and officers
shall be indemnified by us to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended,
against all expenses and liabilities reasonably incurred in connection with
service for or on behalf of us, except with respect to any matter that such
director or officer has been adjudicated not to have acted in good faith in
the reasonable belief that his or her action was in our best interests or,
to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of
such employee benefit plan.

     We have entered into agreements to indemnify our directors and
officers in addition to the indemnification provided for in our Articles of
Organization. These agreements, among other things, indemnify our directors
and officers to the fullest extent permitted by Massachusetts law for
certain expenses (including attorneys' fees), judgments, fines, penalties
and settlement amounts incurred by such person arising out of or in
connection with such person's service as a director or officer of us or any
of our affiliates.

     We maintain policies of insurance under which our directors and
officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having
been such directors or officers.


     Item 7. Exemption from Registration Claimed

     Not applicable.
<PAGE>
     Item 8. Exhibits

EXHIBIT NO.        DESCRIPTION OF EXHIBIT
-----------        ----------------------

4.1                Form of Restated Articles of Organization of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.1 to our
                   Registration Statement on Form S-1 (Reg. No. 333-76397),
                   as amended (the "Form S-1") and incorporated herein by
                   reference.

4.2                Form of Amended and Restated By-Laws of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.2 to the Form
                   S-1 and incorporated herein by reference.

4.3                The Yankee Candle Company, Inc. 1999 Stock Option and
                   Award Plan, filed as Exhibit 10.5 to the Form S-1 and
                   incorporated herein by reference.

5.1*               Opinion of James A. Perley, Jr.

23.1*              Consent of James A. Perley, Jr. (included in Exhibit 5.1).


23.2*              Consent of Deloitte & Touche LLP (independent auditors).


24.1*              Power of Attorney (included on the signature pages).

----------------------
*   filed herewith
<PAGE>
     Item 9. Undertakings

     (a) We hereby undertake:

          (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;

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this 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 this Registration Statement; and

               (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (i)
     and (ii) above do not apply if the information required to be included
     in a post-effective amendment by those clauses is contained in
     periodic reports filed by us under Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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.

     (b) We undertake that, for the purpose of determining any liability
     under the Securities Act, each filing of our annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Exchange Act) that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement of those securities and the offering will be
     deemed to be the initial bona fide offering.

     (c) To the extent that indemnification for liabilities arising under
     the Securities Act may be permitted to our directors, officers and
     controlling persons in accordance with the provisions described in
     Item 6 of this Registration Statement, or otherwise, we have been
     advised that, in the opinion of the SEC, indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than our payment of expenses incurred or paid
     by one of our directors, officers or controlling persons in the
     successful defense of any action, suit or proceeding) is asserted by a
     director, officer or controlling person in connection with the
     securities being registered, we will, unless in the opinion of our
     counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question of whether
     indemnification is against public policy as expressed in the
     Securities Act and will be governed by the final adjudication of such
     issue.
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the
City of Whately, Commonwealth of Massachusetts, on March 30, 2001.

                               THE YANKEE CANDLE COMPANY, INC.


                                /s/ Michael D. Parry
                               ----------------------------------
                               By:    Michael D. Parry
                               Title: President, Chief Executive Officer
                                      and Director





                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert R. Spellman and Sandra J.
Horbach, and each of them, as his or her true and lawful attorney-in-fact
and agent with full powers of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments), and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

       Signature               Title                              Date
       ---------               -----                              ----


                               Chairman of the Board of      ______________
--------------------------     Directors
Michael J. Kittredge


/s/ Michael D. Parry           President, Chief Executive    March 30, 2001
--------------------------     Officer and Director
Michael D. Parry


/s/ Robert R. Spellman         Senior Vice President of      March 30, 2001
--------------------------     Finance and Chief Financial
Robert R. Spellman             Officer (Principal Financial
                               and Accounting Officer)

/s/ Theodore J. Forstmann
--------------------------     Director                      March 30, 2001
Theodore J. Forstmann


/s/ Sandra J. Horbach
--------------------------     Director                      March 30, 2001
Sandra J. Horbach


/s/ Jamie C. Nicholls
--------------------------     Director                      March 30, 2001
Jamie C. Nicholls



--------------------------     Director                      ______________
Michael S. Ovitz


/s/ Ronald L. Sargent
--------------------------     Director                      March 30, 2001
Ronald L. Sargent



--------------------------     Director                      ______________
Emily Woods

<PAGE>


                             Index to Exhibits

EXHIBIT NO.        DESCRIPTION OF EXHIBIT
-----------        ----------------------

4.1                Form of Restated Articles of Organization of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.1 to our
                   Registration Statement on Form S-1 (Reg. No. 333-76397),
                   as amended (the "Form S-1") and incorporated herein by
                   reference.

4.2                Form of Amended and Restated By-Laws of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.2 to the Form
                   S-1 and incorporated herein by reference.

4.3                The Yankee Candle Company, Inc. 1999 Stock Option and
                   Award Plan, filed as Exhibit 10.5 to the Form S-1 and
                   incorporated herein by reference.

5.1*               Opinion of James A. Perley, Jr.

23.1*              Consent of James A. Perley, Jr. (included in Exhibit 5.1).


23.2*              Consent of Deloitte & Touche LLP (independent auditors).


24.1*              Power of Attorney (included on the signature pages).

----------------------
*   filed herewith
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{"company-data": {"conformed-name": "YANKEE CANDLE CO INC", "cik": "0001084242", "assigned-sic": "3990", "irs-number": "042591416", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58062", "film-number": "1588600"}, "business-address": {"street1": "PO BOX 110", "city": "SOUTH DEERFIELD", "state": "MA", "zip": "01373", "phone": "4136658306"}, "mail-address": {"street1": "PO BOX 110", "city": "S DEERFIELD", "state": "MA", "zip": "01373"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                 REGISTRATION NO.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                      THE YANKEE CANDLE COMPANY, INC.
           (Exact name of registrant as specified in its charter)

                MASSACHUSETTS                            04-2591416
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)

                             102 CHRISTIAN LANE
                        WHATELY, MASSACHUSETTS 01093
            (Address of Principal Executive Offices) (Zip Code)

                      THE YANKEE CANDLE COMPANY, INC.
                      1999 STOCK OPTION AND AWARD PLAN
                          (Full title of the plan)

                             Robert R. Spellman
             Senior Vice President and Chief Financial Officer
                             102 Christian Lane
                        Whately, Massachusetts 01093
                               (413) 665-8306
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES                 AMOUNT TO BE      OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED                  REGISTERED (1)     PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share       2,576,376 shares  $12.61             $32,488,101          $8,122
(the "Common Stock")
----------------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act and in accordance
     therewith includes 2,576,376 shares of Common Stock subject to options
     and other awards granted or to be granted under the 1999 Stock Option
     and Award Plan based upon the average of the high and low sales prices
     for the Common Stock as reported by the New York Stock Exchange on
     March 23, 2001.
EXPLANATORY NOTE

     This Registration Statement relates to 2,576,376 shares of common
stock of The Yankee Candle Company, Inc., par value $0.01 per share (the
"Common Stock"), which may be issued upon the exercise of stock options or
stock appreciation rights, or upon the granting of shares of restricted
stock, performance awards, share awards, or phantom stock awards under our
1999 Stock Option and Award Plan (the "Plan"). As of March 30, 2001,
options to purchase 256,500 shares of our Common Stock had been granted
under the Plan.

                                   PART I

     The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). These documents are not required to be filed with the SEC. They
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) of the prospectus. In
addition, you may receive a copy of the Plan without charge, by contacting
Robert R. Spellman at the following phone number: (413) 665-8306.

     References to "we," "us" and "our" refer to The Yankee Candle Company,
Inc., a Massachusetts corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms or access our SEC filings on the SEC's web
site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and information that we file
subsequently with the SEC will automatically update this Registration
Statement. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the termination of the offering:

     (a)  Our Registration Statement on Form 8-A (Reg. No. 001-15023),
          filed with the SEC on May 21, 1999, in which there are described
          the terms, rights and provisions applicable to our outstanding
          Common Stock; and

     (b)  Our Annual Report on Form 10-K for the fiscal year ended
          December 30, 2000, filed with the SEC on March 29, 2001.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Our Articles of Organization provide that our directors and officers
shall be indemnified by us to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended,
against all expenses and liabilities reasonably incurred in connection with
service for or on behalf of us, except with respect to any matter that such
director or officer has been adjudicated not to have acted in good faith in
the reasonable belief that his or her action was in our best interests or,
to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of
such employee benefit plan.

     We have entered into agreements to indemnify our directors and
officers in addition to the indemnification provided for in our Articles of
Organization. These agreements, among other things, indemnify our directors
and officers to the fullest extent permitted by Massachusetts law for
certain expenses (including attorneys' fees), judgments, fines, penalties
and settlement amounts incurred by such person arising out of or in
connection with such person's service as a director or officer of us or any
of our affiliates.

     We maintain policies of insurance under which our directors and
officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having
been such directors or officers.

     Item 7. Exemption from Registration Claimed

     Not applicable.
Item 8. Exhibits

EXHIBIT NO.        DESCRIPTION OF EXHIBIT
-----------        ----------------------

4.1                Form of Restated Articles of Organization of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.1 to our
                   Registration Statement on Form S-1 (Reg. No. 333-76397),
                   as amended (the "Form S-1") and incorporated herein by
                   reference.

4.2                Form of Amended and Restated By-Laws of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.2 to the Form
                   S-1 and incorporated herein by reference.

4.3                The Yankee Candle Company, Inc. 1999 Stock Option and
                   Award Plan, filed as Exhibit 10.5 to the Form S-1 and
                   incorporated herein by reference.

5.1*               Opinion of James A. Perley, Jr.

23.1*              Consent of James A. Perley, Jr. (included in Exhibit 5.1).

23.2*              Consent of Deloitte & Touche LLP (independent auditors).

24.1*              Power of Attorney (included on the signature pages).

----------------------
*   filed herewith
Item 9. Undertakings

     (a) We hereby undertake:

          (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;

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this 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 this Registration Statement; and

               (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (i)
     and (ii) above do not apply if the information required to be included
     in a post-effective amendment by those clauses is contained in
     periodic reports filed by us under Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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.

     (b) We undertake that, for the purpose of determining any liability
     under the Securities Act, each filing of our annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Exchange Act) that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement of those securities and the offering will be
     deemed to be the initial bona fide offering.

     (c) To the extent that indemnification for liabilities arising under
     the Securities Act may be permitted to our directors, officers and
     controlling persons in accordance with the provisions described in
     Item 6 of this Registration Statement, or otherwise, we have been
     advised that, in the opinion of the SEC, indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than our payment of expenses incurred or paid
     by one of our directors, officers or controlling persons in the
     successful defense of any action, suit or proceeding) is asserted by a
     director, officer or controlling person in connection with the
     securities being registered, we will, unless in the opinion of our
     counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question of whether
     indemnification is against public policy as expressed in the
     Securities Act and will be governed by the final adjudication of such
     issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the
City of Whately, Commonwealth of Massachusetts, on March 30, 2001.

                               THE YANKEE CANDLE COMPANY, INC.

                                /s/ Michael D. Parry
                               ----------------------------------
                               By:    Michael D. Parry
                               Title: President, Chief Executive Officer
                                      and Director

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert R. Spellman and Sandra J.
Horbach, and each of them, as his or her true and lawful attorney-in-fact
and agent with full powers of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments), and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

       Signature               Title                              Date
       ---------               -----                              ----

                               Chairman of the Board of      ______________
--------------------------     Directors
Michael J. Kittredge

/s/ Michael D. Parry           President, Chief Executive    March 30, 2001
--------------------------     Officer and Director
Michael D. Parry

/s/ Robert R. Spellman         Senior Vice President of      March 30, 2001
--------------------------     Finance and Chief Financial
Robert R. Spellman             Officer (Principal Financial
                               and Accounting Officer)

/s/ Theodore J. Forstmann
--------------------------     Director                      March 30, 2001
Theodore J. Forstmann

/s/ Sandra J. Horbach
--------------------------     Director                      March 30, 2001
Sandra J. Horbach

/s/ Jamie C. Nicholls
--------------------------     Director                      March 30, 2001
Jamie C. Nicholls

--------------------------     Director                      ______________
Michael S. Ovitz

/s/ Ronald L. Sargent
--------------------------     Director                      March 30, 2001
Ronald L. Sargent

--------------------------     Director                      ______________
Emily Woods
Index to Exhibits

EXHIBIT NO.        DESCRIPTION OF EXHIBIT
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4.1                Form of Restated Articles of Organization of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.1 to our
                   Registration Statement on Form S-1 (Reg. No. 333-76397),
                   as amended (the "Form S-1") and incorporated herein by
                   reference.

4.2                Form of Amended and Restated By-Laws of The Yankee
                   Candle Company, Inc., filed as Exhibit 3.2 to the Form
                   S-1 and incorporated herein by reference.

4.3                The Yankee Candle Company, Inc. 1999 Stock Option and
                   Award Plan, filed as Exhibit 10.5 to the Form S-1 and
                   incorporated herein by reference.

5.1*               Opinion of James A. Perley, Jr.

23.1*              Consent of James A. Perley, Jr. (included in Exhibit 5.1).

23.2*              Consent of Deloitte & Touche LLP (independent auditors).

24.1*              Power of Attorney (included on the signature pages).

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*   filed herewith