<Page>

      As filed with the Securities and Exchange Commission on June 25, 2002

                                                      Registration No. 33-91954
                                                      Registration No. 333-50011
                                                      Registration No. 333-92557
                                                      Registration No. 333-_____

================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                    POST-EFFECTIVE AMENDMENT NOS. 1, 2 AND 3
                       TO FORM S-8 REGISTRATION STATEMENTS
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                                   BLYTH, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   36-2984916
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
       of incorporation)

                             ONE EAST WEAVER STREET
                          GREENWICH, CONNECTICUT 06831
               (Address of Principal Executive Offices) (Zip Code)

              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
     AMENDED AND RESTATED 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                                ROBERT B. GOERGEN
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                   BLYTH, INC.
                             ONE EAST WEAVER STREET
                          GREENWICH, CONNECTICUT 06831
                                 (203) 661-1926
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
                                   Copies to:

    BRUCE D. KREIGER, ESQ.                      HAROLD B. FINN III, ESQ.
    BLYTH, INC.                                 FINN DIXON & HERLING LLP
    ONE EAST WEAVER STREET                      ONE LANDMARK SQUARE
    GREENWICH, CONNECTICUT 06831                STAMFORD, CONNECTICUT 06901
================================================================================

<Table>
<Caption>

                         CALCULATION OF REGISTRATION FEE
==================== ====================== ================== ================== ==================
                                             Proposed Maximum   Proposed Maximum
Title of Securities         Amount              Offering            Aggregate         Amount of
 to be Registered     to be Registered (1)   Price Per Share     Offering Price    Registration Fee
-------------------- ---------------------- ------------------ ------------------ ------------------
<S>                  <C>                    <C>                <C>                <C>
Common Stock,          3,550,000 shares         $31.32(2)        $111,186,200(2)     $10,229.12(2)
 $0.02 par value
==================== ====================== ================== ================== ==================
</Table>

<Page>

(1)      In addition, pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement on Form
S-8, Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 and
Post-Effective Amendment No. 3 to Registration Statement on Form S-8 also cover
(i) an indeterminate number of shares as may be required to be issued to cover
possible adjustments under the "Plans" described herein, including, without
limitation, adjustments in the event of stock dividends, stock splits,
recapitalizations, restructurings, mergers, consolidations, combinations or
exchanges of shares, separations, spin-offs, reorganizations, liquidations or
other similar transactions effected without the receipt of consideration and
which result in an increase in the number of outstanding shares of Common Stock
of the Registrant and (ii) an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plans described above.


(2)      Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of $31.32 per share,
which is the average of the high and low prices of the Common Stock of the
Registrant reported on the New York Stock Exchange on June 21, 2002. The
required fee paid herewith is in addition to $15,782.90, which is the aggregate
amount of the fees previously paid with respect to the Registration Statements
on Form S-8 (Nos. 33-91954, 333-50011 and 333-92557), pursuant to which an
aggregate of 3,000,000 shares (as adjusted to reflect stock splits since the
date of the filing thereof) were registered. Pursuant to Rule 429 under the
Securities Act of 1933, as amended, this Registration Statement contains a
combined prospectus that also relates to 1,500,000 shares of Common Stock
registered on Form S-8 (No. 33-91954), which became effective on May 5, 1995,
500,000 shares of Common Stock registered on Form S-8 (No. 333-50011), which
became effective on April 13, 1998, and 1,000,000 shares of Common Stock
registered on Form S-8 (No. 333-92557), which became effective on December 10,
1999. This Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-8 (No. 33-91954)("Post Effective Amendment No. 3"), Post
Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-8
(No. 333-50011)("Post-Effective Amendment No. 2"), and Post Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-8 (No. 333-92557)
("Post Effective Amendment No. 1"), and each such Post-Effective Amendment shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the Securities Act
of 1933, as amended.


                                EXPLANATORY NOTE

         Blyth, Inc., a Delaware corporation (the "Company"), adopted the 1994
Employee Stock Option Plan, which has been amended and restated from time to
time (as amended and restated, the "Employee Plan"), and the 1994 Stock Option
Plan for Non-Employee Directors, which has been amended and restated from time
to time (as amended and restated, the "Directors Plan") (collectively, the
"Plans"). An aggregate of 3,000,000 shares of the Common Stock of the Company,
$0.02 par value per share (the "Common Stock"), reserved for issuance upon the
exercise of options awarded pursuant to such Plans have been registered under
the Securities Act of 1933, as amended (the "Act").

         This Registration Statement is intended to register the issuance by the
Company of 3,550,000 additional shares of Common Stock which may be issued by
the Company pursuant to the exercise of options that may be subsequently awarded
under the Plans.

         Also, this Registration Statement, Post-Effective Amendment No. 1,
Post-Effective Amendment No. 2, and Post-Effective Amendment No. 3, and the
reoffer prospectus included herein, are intended to register for reoffer and/or
resale shares of Common Stock that have been issued upon exercise of options
previously awarded under the Plans and shares that may be acquired in the future
upon exercise of options awarded under the Plans by persons who may be
considered affiliates of the Company as defined by Rule 405 under the Act.

         The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.


<Page>


REOFFER PROSPECTUS

                             UP TO 6,550,000 SHARES

                                   BLYTH, INC.

                                  COMMON STOCK



         This Prospectus relates to the resale of up to 6,550,000 shares of
Common Stock, $0.02 par value ("Common Stock"), of Blyth, Inc. (the "Company",
"Blyth" or "we" or "us") which may in the future be issued pursuant to the
exercise of options awarded to date, and which in the future may be awarded,
under the Company's Amended and Restated 1994 Employee Stock Option Plan (as
amended, the "Employee Plan") and Blyth's Amended and Restated 1994 Stock Option
Plan for Non-Employee Directors (as amended, the "Directors Plan" and, together
with the Employee Plan, the "Plans") to, and which may be offered for resale
from time to time by, certain employees and directors of Blyth and its
subsidiaries named in Annex I hereto (the "Selling Stockholders"). See "Selling
Stockholders."

         Blyth will not receive any of the proceeds from the sale of the Common
Stock offered hereby (hereinafter, the "Securities"). Blyth will pay all of the
expenses associated with the registration of the Securities and this Prospectus.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

         The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "BTH." On June 21, 2002, the last reported sales price of the
Common Stock on the NYSE was $31.20 per share. Our principal offices are located
at One East Weaver Street, Greenwich, Connecticut, 06831-5118 and our telephone
number is (203) 661-1926.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
      COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
     UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.



                                JUNE 25, 2002


<Page>


                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (which is referred
to herein as the "SEC"). You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's Internet website at http://www.sec.gov. The SEC allows us to
incorporate by reference the information we file with them, which means that we
can disclose important information to you by referring you to those documents.

         The information incorporated by reference is considered to be part of
this Prospectus, and later information that we file with the SEC will
automatically update and supersede this information. 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, until the sale of all of the Securities is complete:

     o   Our Annual Report on Form 10-K for the year ended January 31, 2002,
         including portions of our Proxy Statement dated May 1, 2002 relating to
         our 2002 Annual Meeting of Stockholders, which are incorporated therein
         by reference.

     o   Our Proxy Statement dated May 1, 2002.

     o   Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
         30, 2002.

     o   The description of our Common Stock which is contained in the
         registration statement on Form 8-A filed by us on April 19, 1994.

     o   Our Current Reports on Form 8-K filed on March 15, 2002, April 9, 2002,
         April 19, 2002, May 15, 2002, June 7, 2002 and June 21, 2002.

         You may receive a copy of any of these filings, at no cost, by writing
or calling Blyth, Inc., Investor Relations, One East Weaver Street, Greenwich,
Connecticut, 06831-5118, telephone number (203) 661-1926.

         We have filed with the SEC Registration Statements to register the
Securities under the Securities Act. This Prospectus is part of those
Registration Statements, but omits certain information contained in the
Registration Statements as permitted by SEC rules. You may obtain copies of the
Registration Statements, including exhibits, as noted in the first paragraph
above.

                           FORWARD-LOOKING STATEMENTS

         Certain statements under the heading "Summary Information About Blyth"
in this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.

         Forward-looking statements give our current expectations or forecasts
of future events. You can usually identify these statements by the fact that
they do not relate strictly to historical or current facts. They often use words
such as "anticipate", "estimate", "project", "intend", "plan", "believe," and
other words and terms of similar meaning in connection with any discussion of
future operating or financial performance. In particular, these include
statements relating to future actions, prospective products or


                                       2
<Page>

product approvals, future performance or results of current and anticipated
products, sales efforts, expenses, the outcome of contingencies such as legal
proceedings, and future financial results.

         Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in this discussion-- for example,
product competition and the competitive environment-- will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially.

         The following are some of the factors that we think could cause our
actual results to differ materially from expected and historical results:

     o   Our ability to maintain our present growth rate,

     o   Our ability to respond to increased product demand,

     o   Risks associated with international sales and foreign sourcing of
         products,

     o   Our dependence on key management personnel,

     o   Competition, and

     o   Other factors discussed in our filings with the SEC.

         Factors other than those listed here could also adversely affect the
Company.

                         SUMMARY INFORMATION ABOUT BLYTH

         We design, manufacture, market and distribute an extensive line of
candles and home fragrance products, seasonal decorative and home decor
products, and foodservice products. We are also a producer of portable heating
fuel, tabletop illumination products and other institutional products sold under
various brand names, which we sell through independent sales representatives and
distributors. We have operations within and outside the United States and we
sell our products worldwide. A more detailed description of our business is
contained in our Annual Report on Form 10-K for the year ended January 31, 2002,
which we have incorporated in this Prospectus by reference.

                              SELLING STOCKHOLDERS

         The table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented: (a) the name of each
Selling Stockholder and his or her relationship to the Company during the past
three years; (b) the number of shares of Common Stock that each Selling
Stockholder beneficially owns (assuming that all options to acquire shares are
exercisable within 60 days, although certain options actually vest over a period
of time); (c) the number of Securities offered pursuant to this Prospectus by
each Selling Stockholder (assuming that all options are fully exercisable); and
(d) the amount and percentage of the Common Stock outstanding to be held by such
Selling Stockholder after completion of the sale of the Securities offered
pursuant to this Prospectus. The information contained in Annex I may be amended
or supplemented from time to time.


                                       3
<Page>


                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

         The Securities may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made on the New York Stock Exchange or in private transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
from time to time enter into short sales and use the Securities to cover such
short positions. The Selling Stockholders and any persons who participate in the
distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by them and any discounts, commissions or concessions provided pursuant
to the sale of Securities by them might be deemed to be underwriting discounts
and commissions under the Securities Act. In addition, any Securities covered by
this Prospectus which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this Prospectus. There is no assurance that any of the Selling Stockholders will
offer for sale or sell any or all of the Securities covered by this Prospectus.

                                  LEGAL COUNSEL

         Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has
issued an opinion as to the legality of the Securities. As of the date hereof,
certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP,
and who have provided advice with respect to the offer and sale of the
Securities, beneficially own an aggregate of 10,975 shares of Common Stock.

                                     EXPERTS

         The audited consolidated financial statements and schedule of the
Company and its subsidiaries, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2002, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

                                 INDEMNIFICATION

LIMITATION OF DIRECTORS' LIABILITY

         The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of fiduciary duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law, (iii) under Section 174 of the DGCL, which relates
to liability for unlawful payments of dividends or unlawful stock repurchases or
redemptions, (iv) for any transactions from which the director derived an
improper personal benefit, or (v) for any act or omission prior to the adoption
of such provision in the certificate of incorporation. The Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability for money damages of its directors to the full extent permitted under
the DGCL.


                                       4
<Page>


INDEMNIFICATION AND INSURANCE

         The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation and Restated By-Laws provide that a director or
officer who is a party to any action, suit, or proceeding shall be entitled to
be indemnified by the Company to the extent permitted by the DGCL against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred by such director or officer in connection with such action,
suit or proceeding. The Company maintains a standard form of officers' and
directors' liability insurance policy which provides coverage to the officers
and directors of the Company for certain liabilities.

AGREEMENTS

         We have entered into indemnity agreements with directors which obligate
us to indemnify them to the fullest extent permitted by the DGCL.


                                       5
<Page>


                                     ANNEX I
                              SELLING STOCKHOLDERS

Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to Blyth during the past three years; (b) the number of shares of
Common Stock that each Selling Stockholder beneficially owns (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a period of time); (c) the number of Securities
offered pursuant to this Prospectus by each Selling Stockholder (assuming that
all options are fully exercisable); and (d) the amount and percentage of the
Common Stock outstanding to be held by such Selling Stockholder after completion
of the sale of Securities offered pursuant to this Prospectus. Notwithstanding
their inclusion in this Annex I, all of the Selling Stockholders expressly
disclaim that they are affiliates of Blyth. The Selling Stockholders are listed
herein, whether or not they have a present intent to resell.

<Table>
<Caption>
                                                                No. of                          No. of Shares        Percentage
                                    Relationships to         Beneficially      No. of Shares     Owned After          Ownership
Name Of Beneficial Owner              the Company            Shares Owned     Offered Hereby      Offering       After The Offering
------------------------              -----------            ------------     --------------      --------       ------------------
<S>                            <C>                             <C>               <C>            <C>                    <C>
Roger A. Anderson (1)                   Director                  382,458         15,500           366,958               *
John W. Burkhart (2)                    Director                  602,804         15,500           587,304             1.27%
Pamela M. Goergen (3)                   Director               11,936,385         15,500        11,920,885             25.7%
Neal I. Goldman                         Director                   92,500         15,500            77,000               *
Philip Greer                            Director                   12,040         10,000             2,040               *
Carol Hochman                           Director                   10,000         10,000                 0               0
John E. Preschlack (4)                  Director                  173,710         15,500           158,210               *
Frederick H. Stephens, Jr.              Director                   12,600          9,000             3,600               *
Howard E. Rose                 Director; previously Vice           89,464          5,000            84,464               *
                                        Chairman

Robert H. Barghaus              Vice President and Chief           60,000         60,000                 0               0
                                   Financial Officer;
                               previously Vice President
                                 of Financial Planning

Richard T. Browning (5)            Vice President and             141,300        140,000             1,300               *
                                  President of Candle
                                 Corporation Worldwide,
                                 Inc.; previously Chief
                                   Financial Officer


                                       6
<Page>


Bruce G. Crain (6)               President (previously            162,331        160,000             2,331               *
                               Vice President) of Global
                                     Services Group

Frank P. Mineo (7)               President of PartyLite           134,804        123,000            11,804               *
                                    Worldwide, Inc.;
                               previously Executive Vice
                                 President of PartyLite
                                      Gifts, Inc.
</Table>

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

*Represents less than 1%.

(1)      All share amounts (other than "No. of shares offered hereby") include
         366,958 shares held by Galena Partners, Ltd., a limited partnership of
         which Mr. Anderson is a managing general partner. Mr. Anderson
         disclaims beneficial ownership of the shares held by Galena Partners,
         Ltd.

(2)      All share amounts (other than "No. of shares offered hereby") include
         146,300 shares held of record by Breezy Hill Enterprises, Inc. Pension
         Plan, of which Mr. Burkhart is trustee, 43,000 shares held of record by
         Breezy Hill Money Purchase Plan, of which Mr. Burkhart is trustee and
         276,564 shares held by Mr. Burkhart's spouse. Mr. Burkhart disclaims
         beneficial ownership of the shares held by his spouse.

(3)      All share amounts (other than "No. of shares offered hereby") include
         11,516,505 shares held by Robert B. Goergen, Mrs. Goergen's spouse.
         Mrs. Goergen disclaims beneficial ownership of the shares held by her
         spouse, Robert B. Goergen.

(4)      All share amounts (other than "No. of shares offered hereby") include
         17,000 shares held by Jaclyn Holdings, L.P., a limited partnership of
         which Mr. Preschlack is a general partner. Mr. Preschlack disclaims
         beneficial ownership of the shares held by Jaclyn Holdings, L.P.

(5)      All share amounts (other than "No. of shares offered hereby") include
         300 shares held by Mr. Browning's spouse. Mr. Browning disclaims
         beneficial ownership of the shares held by his spouse.

(6)      All share amounts (other than "No. of shares offered hereby") include
         1,000 shares held by a trust for the benefit of Anita G. Crain, of
         which Mr. Crain is a trustee and 331 shares acquired by Mr. Crain
         through Blyth's 401(k) plan. Mr. Crain disclaims beneficial ownership
         of the shares held by the trust.

(7)      All share amounts (other than "No. of shares offered hereby") include
         10,548 shares held jointly by Mr. Mineo and his wife and 755 shares
         acquired by Mr. Mineo through Blyth's 401(k) plan.


                                       7
<Page>


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

                             UP TO 6,550,000 SHARES

                                   BLYTH, INC.

                                  COMMON STOCK

                                     -------


                               REOFFER PROSPECTUS

                                    --------


                                TABLE OF CONTENTS

                                                                            PAGE

WHERE YOU CAN FIND MORE INFORMATION...........................................2
FORWARD-LOOKING STATEMENTS....................................................2
SUMMARY INFORMATION ABOUT BLYTH...............................................3
SELLING STOCKHOLDERS..........................................................3
USE OF PROCEEDS...............................................................4
PLAN OF DISTRIBUTION..........................................................4
LEGAL COUNSEL.................................................................4
EXPERTS.......................................................................4
INDEMNIFICATION...............................................................4
ANNEX I - SELLING STOCKHOLDERS................................................6

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

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE OFFERING OF THE SECURITIES EXCEPT THAT WHICH IS
IN THE PROSPECTUS, OR WHICH IS REFERRED TO UNDER THE HEADING "WHERE YOU CAN FIND
MORE INFORMATION" IN THE PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER
INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THE PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES WHICH ARE REFERRED TO IN THE PROSPECTUS. THE PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN ANY
CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT
INTERPRET THE DELIVERY OF THE PROSPECTUS, OR ANY SALE OF SECURITIES, AS AN
INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE
PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT INFORMATION IN THE PROSPECTUS MAY
CHANGE AFTER THIS DATE.

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

                                  JUNE 25, 2002

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


<Page>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "SEC"):

                  (a)      The Company's Annual Report on Form 10-K for the year
         ended January 31, 2002, including portions of the Company's Proxy
         Statement dated May 1, 2002 relating to the Company's 2002 Annual
         Meeting of Stockholders, which are incorporated therein by reference.

                  (b)      The Company's Proxy Statement dated May 1, 2002.

                  (c)      The Company's Quarterly Report on Form 10-Q for the
         fiscal quarter ended April 30, 2002.

                  (d) The description of the Common Stock of the Company which
         is contained in the registration statement on Form 8-A filed by the
         Company on April 19, 1994.

                  (e)      The Company's Current Reports on Form 8-K filed on
         March 15, 2002, April 9, 2002, April 19, 2002, May 15, 2002, June 7,
         2002 and June 21, 2002.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, on or after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such reports or documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Reference is made to the information contained in the Reoffer
Prospectus included in Part I of this Registration Statement under the heading
"Legal Counsel."

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the
"DGCL"), Article VI of the Registrant's Restated Certificate of Incorporation
(the "Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders for monetary
damages, except for liabilities related to breach of duty of loyalty, actions
not in good faith and certain other liabilities.

         Section 145 of the DGCL provides for indemnification by the Registrant
of its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-Laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into


                                       2
<Page>


indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.

         The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<Table>
<Caption>
       Exhibit No.
       -----------
<S>    <C>        <C>

       3.1        Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1 (No. 33-77458)).

       3.2        Restated By-Laws of the Company (incorporated by reference to
                  Exhibit 3.2 of the Company's Registration Statement on Form
                  S-1 No. 33-77458)).

       4.1        Amended and Restated 1994 Employee Stock Option Plan of the
                  Company (incorporated by reference to Exhibit 4.1 to the
                  Company's Current Report on Form 8-K filed April 17, 2000).

       4.2        Form of Nontransferable Incentive Stock Option Agreement under
                  the Amended and Restated 1994 Employee Stock Option Plan of
                  the Company (incorporated by reference to Exhibit 4.2 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 31, 1996).

       4.3        Form of Nontransferable Non-Qualified Stock Option Agreement
                  under the Amended and Restated 1994 Employee Stock Option Plan
                  of the Company (incorporated by reference to Exhibit 4.3 to
                  the Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended July 31, 1996).

       4.4        Amended and Restated 1994 Stock Option Plan for Non-Employee
                  Directors of the Company (incorporated by reference to Exhibit
                  4.1 to the Company's Current Report on Form 8-K filed April
                  19, 2002).

       4.5        Form of Stock Option Agreement under the 1994 Stock Option
                  Plan for Non-Employee Directors of the Company (incorporated
                  by reference to Exhibit 4.5 to the Company's Registration
                  Statement on Form S-1 (No. 33-77458)).

       5.1*       Opinion of Finn Dixon & Herling LLP as to legality of
                  securities being registered.

       23.1*      Consent of PricewaterhouseCoopers LLP.

       23.2       Consent of Finn Dixon & Herling LLP (contained in Exhibit 5.1
                  hereto).

       24.1       Power of Attorney (included on the signature pages).
</Table>


                                       3
<Page>

-------------------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the DGCL, the Certificate of Incorporation and
By-Laws, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such
Securities Act and will be governed by the final adjudication of such issue.

         The undersigned Registrant hereby undertakes:

                  (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 of 1933;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement; and

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant under Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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.


                                       4
<Page>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement, Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 and Post
Effective Amendment No. 3 to Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Greenwich, State of Connecticut, on this 25th day of June, 2002.

                                         BLYTH, INC.



                                         By:     /S/ROBERT B. GOERGEN
                                                 --------------------
                                                 Robert B. Goergen,
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President


                                      S-1
<Page>


                               POWERS OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Goergen, Robert H. Barghaus and
Bruce D. Kreiger, jointly and severally, his or her attorneys-in-fact, each with
the power of substitution for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to each Registration Statement
on Form S-8 (including Nos. 33-91954, 333-50011, and 333-92557, and the
Registration Statement on Form S-8 covering 3,550,000 additional shares), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8, Post-Effective Amendment No. 1 to
Registration Statement on Form S-8, Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 and Post Effective Amendment No. 3 to
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<Table>
<Caption>
      SIGNATURE                               TITLE                                                 DATE
      ---------                               -----                                                 ----
<S>                            <C>                                                         <C>

/S/ROBERT B. GOERGEN           Chairman, Chief Executive Officer and President;
--------------------           Director (Principal Executive Officer)                      June 25, 2002
Robert B. Goergen

/S/ ROBERT H. BARGHAUS         Vice President and Chief Financial Officer (Principal
----------------------         Financial and Accounting Officer)                           June 25, 2002
Robert H. Barghaus

/S/ROGER A. ANDERSON
--------------------
Roger A. Anderson              Director                                                    June 25, 2002

/S/JOHN W. BURKHART
-------------------
John W. Burkhart               Director                                                    June 25, 2002

/S/PAMELA M. GOERGEN
--------------------
Pamela M. Goergen              Director                                                    June 25, 2002

/S/NEAL I. GOLDMAN
------------------
Neal I. Goldman                Director                                                    June 25, 2002

/S/PHILIP GREER
---------------
Philip Greer                   Director                                                    June 25, 2002

/S/CAROL HOCHMAN
----------------
Carol Hochman                  Director                                                    June 25, 2002

/S/JOHN E. PRESCHLACK
---------------------
John E. Preschlack             Director                                                    June 25, 2002

/S/HOWARD E. ROSE
-----------------
Howard E. Rose                 Director                                                    June 25, 2002
</Table>


                                      S-2
<Page>


<Table>
<Caption>
                                  EXHIBIT INDEX

       Exhibit No.                          Description
       -----------                          -----------
<S>        <C>        <C>
           3.1        Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit 3.1 of the Company's
                      Registration Statement on Form S-1 (No. 33-77458)).

           3.2        Restated By-Laws of the Company (incorporated by reference
                      to Exhibit 3.2 of the Company's Registration Statement on
                      Form S-1 (No. 33-77458)).

           4.1        Amended and Restated 1994 Employee Stock Option Plan
                      (incorporated by reference to Exhibit 4.1 to the
                      Company's Current Report on Form 8-K filed April 17,
                      2000.

           4.2        Form of Nontransferable Incentive Stock Option Agreement
                      under the Amended and Restated 1994 Employee Stock Option
                      Plan of the Company (incorporated by reference to Exhibit
                      4.2 to the Company's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended July 31, 1996).

           4.3        Form of Nontransferable Non-Qualified Stock Option
                      Agreement under the Amended and Restated 1994 Employee
                      Stock Option Plan of the Company (incorporated by
                      reference to Exhibit 4.3 to the Company's Quarterly Report
                      on Form 10-Q for the fiscal quarter ended July 31, 1996).

           4.4        Amended and Restated 1994 Stock Option Plan for
                      Non-Employee Directors of the Company (incorporated by
                      reference to Exhibit 4.1 to the Company's Current Report
                      on Form 8-K filed April 19, 2002).

           4.5        Form of Stock Option Agreement under the 1994 Stock Option
                      Plan for Non-Employee Directors of the Company
                      (incorporated by reference to Exhibit 4.5 to the Company's
                      Registration Statement on Form S-1 (No. 33-77458)).

           5.1*       Opinion of Finn Dixon & Herling LLP as to legality of
                      securities being registered.

          23.1*       Consent of PricewaterhouseCoopers LLP.

           23.2       Consent of Finn Dixon & Herling LLP (contained in Exhibit
                      5.1 hereto).

           24.1       Power of Attorney (included on the signature pages).
</Table>

-------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "a2083099zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 47481}]
{"company-data": {"conformed-name": "BLYTH INC", "cik": "0000921503", "assigned-sic": "3990", "irs-number": "362984916", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91144", "film-number": "02686711"}, "business-address": {"street1": "ONE EAST WEAVER STREET", "city": "GREENWICH", "state": "CT", "zip": "06831", "phone": "2036611926"}, "mail-address": {"street1": "ONE EAST WEAVERE STREET", "city": "GREENWICH", "state": "CT", "zip": "06831"}, "former-company": {"former-conformed-name": "BLYTH INDUSTRIES INC", "date-changed": "19940408"}}
As filed with the Securities and Exchange Commission on June 25, 2002

                                                      Registration No. 33-91954
                                                      Registration No. 333-50011
                                                      Registration No. 333-92557
                                                      Registration No. 333-_____

================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                    POST-EFFECTIVE AMENDMENT NOS. 1, 2 AND 3
                       TO FORM S-8 REGISTRATION STATEMENTS
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                                   BLYTH, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   36-2984916
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
       of incorporation)

                             ONE EAST WEAVER STREET
                          GREENWICH, CONNECTICUT 06831
               (Address of Principal Executive Offices) (Zip Code)

              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
     AMENDED AND RESTATED 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                                ROBERT B. GOERGEN
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                   BLYTH, INC.
                             ONE EAST WEAVER STREET
                          GREENWICH, CONNECTICUT 06831
                                 (203) 661-1926
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
                                   Copies to:

    BRUCE D. KREIGER, ESQ.                      HAROLD B. FINN III, ESQ.
    BLYTH, INC.                                 FINN DIXON & HERLING LLP
    ONE EAST WEAVER STREET                      ONE LANDMARK SQUARE
    GREENWICH, CONNECTICUT 06831                STAMFORD, CONNECTICUT 06901
================================================================================
CALCULATION OF REGISTRATION FEE
==================== ====================== ================== ================== ==================
                                             Proposed Maximum   Proposed Maximum
Title of Securities         Amount              Offering            Aggregate         Amount of
 to be Registered     to be Registered (1)   Price Per Share     Offering Price    Registration Fee
-------------------- ---------------------- ------------------ ------------------ ------------------
Common Stock,          3,550,000 shares         $31.32(2)        $111,186,200(2)     $10,229.12(2)
 $0.02 par value
==================== ====================== ================== ================== ==================
(1)      In addition, pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement on Form
S-8, Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 and
Post-Effective Amendment No. 3 to Registration Statement on Form S-8 also cover
(i) an indeterminate number of shares as may be required to be issued to cover
possible adjustments under the "Plans" described herein, including, without
limitation, adjustments in the event of stock dividends, stock splits,
recapitalizations, restructurings, mergers, consolidations, combinations or
exchanges of shares, separations, spin-offs, reorganizations, liquidations or
other similar transactions effected without the receipt of consideration and
which result in an increase in the number of outstanding shares of Common Stock
of the Registrant and (ii) an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plans described above.

(2)      Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of $31.32 per share,
which is the average of the high and low prices of the Common Stock of the
Registrant reported on the New York Stock Exchange on June 21, 2002. The
required fee paid herewith is in addition to $15,782.90, which is the aggregate
amount of the fees previously paid with respect to the Registration Statements
on Form S-8 (Nos. 33-91954, 333-50011 and 333-92557), pursuant to which an
aggregate of 3,000,000 shares (as adjusted to reflect stock splits since the
date of the filing thereof) were registered. Pursuant to Rule 429 under the
Securities Act of 1933, as amended, this Registration Statement contains a
combined prospectus that also relates to 1,500,000 shares of Common Stock
registered on Form S-8 (No. 33-91954), which became effective on May 5, 1995,
500,000 shares of Common Stock registered on Form S-8 (No. 333-50011), which
became effective on April 13, 1998, and 1,000,000 shares of Common Stock
registered on Form S-8 (No. 333-92557), which became effective on December 10,
1999. This Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-8 (No. 33-91954)("Post Effective Amendment No. 3"), Post
Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-8
(No. 333-50011)("Post-Effective Amendment No. 2"), and Post Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-8 (No. 333-92557)
("Post Effective Amendment No. 1"), and each such Post-Effective Amendment shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the Securities Act
of 1933, as amended.

                                EXPLANATORY NOTE

         Blyth, Inc., a Delaware corporation (the "Company"), adopted the 1994
Employee Stock Option Plan, which has been amended and restated from time to
time (as amended and restated, the "Employee Plan"), and the 1994 Stock Option
Plan for Non-Employee Directors, which has been amended and restated from time
to time (as amended and restated, the "Directors Plan") (collectively, the
"Plans"). An aggregate of 3,000,000 shares of the Common Stock of the Company,
$0.02 par value per share (the "Common Stock"), reserved for issuance upon the
exercise of options awarded pursuant to such Plans have been registered under
the Securities Act of 1933, as amended (the "Act").

         This Registration Statement is intended to register the issuance by the
Company of 3,550,000 additional shares of Common Stock which may be issued by
the Company pursuant to the exercise of options that may be subsequently awarded
under the Plans.

         Also, this Registration Statement, Post-Effective Amendment No. 1,
Post-Effective Amendment No. 2, and Post-Effective Amendment No. 3, and the
reoffer prospectus included herein, are intended to register for reoffer and/or
resale shares of Common Stock that have been issued upon exercise of options
previously awarded under the Plans and shares that may be acquired in the future
upon exercise of options awarded under the Plans by persons who may be
considered affiliates of the Company as defined by Rule 405 under the Act.

         The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.
REOFFER PROSPECTUS

                             UP TO 6,550,000 SHARES

                                   BLYTH, INC.

                                  COMMON STOCK

         This Prospectus relates to the resale of up to 6,550,000 shares of
Common Stock, $0.02 par value ("Common Stock"), of Blyth, Inc. (the "Company",
"Blyth" or "we" or "us") which may in the future be issued pursuant to the
exercise of options awarded to date, and which in the future may be awarded,
under the Company's Amended and Restated 1994 Employee Stock Option Plan (as
amended, the "Employee Plan") and Blyth's Amended and Restated 1994 Stock Option
Plan for Non-Employee Directors (as amended, the "Directors Plan" and, together
with the Employee Plan, the "Plans") to, and which may be offered for resale
from time to time by, certain employees and directors of Blyth and its
subsidiaries named in Annex I hereto (the "Selling Stockholders"). See "Selling
Stockholders."

         Blyth will not receive any of the proceeds from the sale of the Common
Stock offered hereby (hereinafter, the "Securities"). Blyth will pay all of the
expenses associated with the registration of the Securities and this Prospectus.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

         The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "BTH." On June 21, 2002, the last reported sales price of the
Common Stock on the NYSE was $31.20 per share. Our principal offices are located
at One East Weaver Street, Greenwich, Connecticut, 06831-5118 and our telephone
number is (203) 661-1926.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
      COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
     UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

                                JUNE 25, 2002
WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (which is referred
to herein as the "SEC"). You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's Internet website at http://www.sec.gov. The SEC allows us to
incorporate by reference the information we file with them, which means that we
can disclose important information to you by referring you to those documents.

         The information incorporated by reference is considered to be part of
this Prospectus, and later information that we file with the SEC will
automatically update and supersede this information. 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, until the sale of all of the Securities is complete:

     o   Our Annual Report on Form 10-K for the year ended January 31, 2002,
         including portions of our Proxy Statement dated May 1, 2002 relating to
         our 2002 Annual Meeting of Stockholders, which are incorporated therein
         by reference.

     o   Our Proxy Statement dated May 1, 2002.

     o   Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
         30, 2002.

     o   The description of our Common Stock which is contained in the
         registration statement on Form 8-A filed by us on April 19, 1994.

     o   Our Current Reports on Form 8-K filed on March 15, 2002, April 9, 2002,
         April 19, 2002, May 15, 2002, June 7, 2002 and June 21, 2002.

         You may receive a copy of any of these filings, at no cost, by writing
or calling Blyth, Inc., Investor Relations, One East Weaver Street, Greenwich,
Connecticut, 06831-5118, telephone number (203) 661-1926.

         We have filed with the SEC Registration Statements to register the
Securities under the Securities Act. This Prospectus is part of those
Registration Statements, but omits certain information contained in the
Registration Statements as permitted by SEC rules. You may obtain copies of the
Registration Statements, including exhibits, as noted in the first paragraph
above.

                           FORWARD-LOOKING STATEMENTS

         Certain statements under the heading "Summary Information About Blyth"
in this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.

         Forward-looking statements give our current expectations or forecasts
of future events. You can usually identify these statements by the fact that
they do not relate strictly to historical or current facts. They often use words
such as "anticipate", "estimate", "project", "intend", "plan", "believe," and
other words and terms of similar meaning in connection with any discussion of
future operating or financial performance. In particular, these include
statements relating to future actions, prospective products or

                                       2
product approvals, future performance or results of current and anticipated
products, sales efforts, expenses, the outcome of contingencies such as legal
proceedings, and future financial results.

         Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in this discussion-- for example,
product competition and the competitive environment-- will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially.

         The following are some of the factors that we think could cause our
actual results to differ materially from expected and historical results:

     o   Our ability to maintain our present growth rate,

     o   Our ability to respond to increased product demand,

     o   Risks associated with international sales and foreign sourcing of
         products,

     o   Our dependence on key management personnel,

     o   Competition, and

     o   Other factors discussed in our filings with the SEC.

         Factors other than those listed here could also adversely affect the
Company.

                         SUMMARY INFORMATION ABOUT BLYTH

         We design, manufacture, market and distribute an extensive line of
candles and home fragrance products, seasonal decorative and home decor
products, and foodservice products. We are also a producer of portable heating
fuel, tabletop illumination products and other institutional products sold under
various brand names, which we sell through independent sales representatives and
distributors. We have operations within and outside the United States and we
sell our products worldwide. A more detailed description of our business is
contained in our Annual Report on Form 10-K for the year ended January 31, 2002,
which we have incorporated in this Prospectus by reference.

                              SELLING STOCKHOLDERS

         The table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented: (a) the name of each
Selling Stockholder and his or her relationship to the Company during the past
three years; (b) the number of shares of Common Stock that each Selling
Stockholder beneficially owns (assuming that all options to acquire shares are
exercisable within 60 days, although certain options actually vest over a period
of time); (c) the number of Securities offered pursuant to this Prospectus by
each Selling Stockholder (assuming that all options are fully exercisable); and
(d) the amount and percentage of the Common Stock outstanding to be held by such
Selling Stockholder after completion of the sale of the Securities offered
pursuant to this Prospectus. The information contained in Annex I may be amended
or supplemented from time to time.

                                       3
USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

         The Securities may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made on the New York Stock Exchange or in private transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
from time to time enter into short sales and use the Securities to cover such
short positions. The Selling Stockholders and any persons who participate in the
distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by them and any discounts, commissions or concessions provided pursuant
to the sale of Securities by them might be deemed to be underwriting discounts
and commissions under the Securities Act. In addition, any Securities covered by
this Prospectus which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this Prospectus. There is no assurance that any of the Selling Stockholders will
offer for sale or sell any or all of the Securities covered by this Prospectus.

                                  LEGAL COUNSEL

         Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has
issued an opinion as to the legality of the Securities. As of the date hereof,
certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP,
and who have provided advice with respect to the offer and sale of the
Securities, beneficially own an aggregate of 10,975 shares of Common Stock.

                                     EXPERTS

         The audited consolidated financial statements and schedule of the
Company and its subsidiaries, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2002, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

                                 INDEMNIFICATION

LIMITATION OF DIRECTORS' LIABILITY

         The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of fiduciary duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law, (iii) under Section 174 of the DGCL, which relates
to liability for unlawful payments of dividends or unlawful stock repurchases or
redemptions, (iv) for any transactions from which the director derived an
improper personal benefit, or (v) for any act or omission prior to the adoption
of such provision in the certificate of incorporation. The Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability for money damages of its directors to the full extent permitted under
the DGCL.

                                       4
INDEMNIFICATION AND INSURANCE

         The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation and Restated By-Laws provide that a director or
officer who is a party to any action, suit, or proceeding shall be entitled to
be indemnified by the Company to the extent permitted by the DGCL against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred by such director or officer in connection with such action,
suit or proceeding. The Company maintains a standard form of officers' and
directors' liability insurance policy which provides coverage to the officers
and directors of the Company for certain liabilities.

AGREEMENTS

         We have entered into indemnity agreements with directors which obligate
us to indemnify them to the fullest extent permitted by the DGCL.

                                       5
ANNEX I
                              SELLING STOCKHOLDERS

Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to Blyth during the past three years; (b) the number of shares of
Common Stock that each Selling Stockholder beneficially owns (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a period of time); (c) the number of Securities
offered pursuant to this Prospectus by each Selling Stockholder (assuming that
all options are fully exercisable); and (d) the amount and percentage of the
Common Stock outstanding to be held by such Selling Stockholder after completion
of the sale of Securities offered pursuant to this Prospectus. Notwithstanding
their inclusion in this Annex I, all of the Selling Stockholders expressly
disclaim that they are affiliates of Blyth. The Selling Stockholders are listed
herein, whether or not they have a present intent to resell.
No. of                          No. of Shares        Percentage
                                    Relationships to         Beneficially      No. of Shares     Owned After          Ownership
Name Of Beneficial Owner              the Company            Shares Owned     Offered Hereby      Offering       After The Offering
------------------------              -----------            ------------     --------------      --------       ------------------
Roger A. Anderson (1)                   Director                  382,458         15,500           366,958               *
John W. Burkhart (2)                    Director                  602,804         15,500           587,304             1.27%
Pamela M. Goergen (3)                   Director               11,936,385         15,500        11,920,885             25.7%
Neal I. Goldman                         Director                   92,500         15,500            77,000               *
Philip Greer                            Director                   12,040         10,000             2,040               *
Carol Hochman                           Director                   10,000         10,000                 0               0
John E. Preschlack (4)                  Director                  173,710         15,500           158,210               *
Frederick H. Stephens, Jr.              Director                   12,600          9,000             3,600               *
Howard E. Rose                 Director; previously Vice           89,464          5,000            84,464               *
                                        Chairman

Robert H. Barghaus              Vice President and Chief           60,000         60,000                 0               0
                                   Financial Officer;
                               previously Vice President
                                 of Financial Planning

Richard T. Browning (5)            Vice President and             141,300        140,000             1,300               *
                                  President of Candle
                                 Corporation Worldwide,
                                 Inc.; previously Chief
                                   Financial Officer

                                       6
Bruce G. Crain (6)               President (previously            162,331        160,000             2,331               *
                               Vice President) of Global
                                     Services Group

Frank P. Mineo (7)               President of PartyLite           134,804        123,000            11,804               *
                                    Worldwide, Inc.;
                               previously Executive Vice
                                 President of PartyLite
                                      Gifts, Inc.
---------------------

*Represents less than 1%.

(1)      All share amounts (other than "No. of shares offered hereby") include
         366,958 shares held by Galena Partners, Ltd., a limited partnership of
         which Mr. Anderson is a managing general partner. Mr. Anderson
         disclaims beneficial ownership of the shares held by Galena Partners,
         Ltd.

(2)      All share amounts (other than "No. of shares offered hereby") include
         146,300 shares held of record by Breezy Hill Enterprises, Inc. Pension
         Plan, of which Mr. Burkhart is trustee, 43,000 shares held of record by
         Breezy Hill Money Purchase Plan, of which Mr. Burkhart is trustee and
         276,564 shares held by Mr. Burkhart's spouse. Mr. Burkhart disclaims
         beneficial ownership of the shares held by his spouse.

(3)      All share amounts (other than "No. of shares offered hereby") include
         11,516,505 shares held by Robert B. Goergen, Mrs. Goergen's spouse.
         Mrs. Goergen disclaims beneficial ownership of the shares held by her
         spouse, Robert B. Goergen.

(4)      All share amounts (other than "No. of shares offered hereby") include
         17,000 shares held by Jaclyn Holdings, L.P., a limited partnership of
         which Mr. Preschlack is a general partner. Mr. Preschlack disclaims
         beneficial ownership of the shares held by Jaclyn Holdings, L.P.

(5)      All share amounts (other than "No. of shares offered hereby") include
         300 shares held by Mr. Browning's spouse. Mr. Browning disclaims
         beneficial ownership of the shares held by his spouse.

(6)      All share amounts (other than "No. of shares offered hereby") include
         1,000 shares held by a trust for the benefit of Anita G. Crain, of
         which Mr. Crain is a trustee and 331 shares acquired by Mr. Crain
         through Blyth's 401(k) plan. Mr. Crain disclaims beneficial ownership
         of the shares held by the trust.

(7)      All share amounts (other than "No. of shares offered hereby") include
         10,548 shares held jointly by Mr. Mineo and his wife and 755 shares
         acquired by Mr. Mineo through Blyth's 401(k) plan.

                                       7
--------------------------------------------------------------------------------

                             UP TO 6,550,000 SHARES

                                   BLYTH, INC.

                                  COMMON STOCK

                                     -------

                               REOFFER PROSPECTUS

                                    --------

                                TABLE OF CONTENTS

                                                                            PAGE

WHERE YOU CAN FIND MORE INFORMATION...........................................2
FORWARD-LOOKING STATEMENTS....................................................2
SUMMARY INFORMATION ABOUT BLYTH...............................................3
SELLING STOCKHOLDERS..........................................................3
USE OF PROCEEDS...............................................................4
PLAN OF DISTRIBUTION..........................................................4
LEGAL COUNSEL.................................................................4
EXPERTS.......................................................................4
INDEMNIFICATION...............................................................4
ANNEX I - SELLING STOCKHOLDERS................................................6

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

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE OFFERING OF THE SECURITIES EXCEPT THAT WHICH IS
IN THE PROSPECTUS, OR WHICH IS REFERRED TO UNDER THE HEADING "WHERE YOU CAN FIND
MORE INFORMATION" IN THE PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER
INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THE PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES WHICH ARE REFERRED TO IN THE PROSPECTUS. THE PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN ANY
CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT
INTERPRET THE DELIVERY OF THE PROSPECTUS, OR ANY SALE OF SECURITIES, AS AN
INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE
PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT INFORMATION IN THE PROSPECTUS MAY
CHANGE AFTER THIS DATE.

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

                                  JUNE 25, 2002

    ------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "SEC"):

                  (a)      The Company's Annual Report on Form 10-K for the year
         ended January 31, 2002, including portions of the Company's Proxy
         Statement dated May 1, 2002 relating to the Company's 2002 Annual
         Meeting of Stockholders, which are incorporated therein by reference.

                  (b)      The Company's Proxy Statement dated May 1, 2002.

                  (c)      The Company's Quarterly Report on Form 10-Q for the
         fiscal quarter ended April 30, 2002.

                  (d) The description of the Common Stock of the Company which
         is contained in the registration statement on Form 8-A filed by the
         Company on April 19, 1994.

                  (e)      The Company's Current Reports on Form 8-K filed on
         March 15, 2002, April 9, 2002, April 19, 2002, May 15, 2002, June 7,
         2002 and June 21, 2002.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, on or after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such reports or documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Reference is made to the information contained in the Reoffer
Prospectus included in Part I of this Registration Statement under the heading
"Legal Counsel."

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the
"DGCL"), Article VI of the Registrant's Restated Certificate of Incorporation
(the "Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders for monetary
damages, except for liabilities related to breach of duty of loyalty, actions
not in good faith and certain other liabilities.

         Section 145 of the DGCL provides for indemnification by the Registrant
of its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-Laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into

                                       2
indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.

         The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit No.
       -----------
3.1        Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1 (No. 33-77458)).

       3.2        Restated By-Laws of the Company (incorporated by reference to
                  Exhibit 3.2 of the Company's Registration Statement on Form
                  S-1 No. 33-77458)).

       4.1        Amended and Restated 1994 Employee Stock Option Plan of the
                  Company (incorporated by reference to Exhibit 4.1 to the
                  Company's Current Report on Form 8-K filed April 17, 2000).

       4.2        Form of Nontransferable Incentive Stock Option Agreement under
                  the Amended and Restated 1994 Employee Stock Option Plan of
                  the Company (incorporated by reference to Exhibit 4.2 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 31, 1996).

       4.3        Form of Nontransferable Non-Qualified Stock Option Agreement
                  under the Amended and Restated 1994 Employee Stock Option Plan
                  of the Company (incorporated by reference to Exhibit 4.3 to
                  the Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended July 31, 1996).

       4.4        Amended and Restated 1994 Stock Option Plan for Non-Employee
                  Directors of the Company (incorporated by reference to Exhibit
                  4.1 to the Company's Current Report on Form 8-K filed April
                  19, 2002).

       4.5        Form of Stock Option Agreement under the 1994 Stock Option
                  Plan for Non-Employee Directors of the Company (incorporated
                  by reference to Exhibit 4.5 to the Company's Registration
                  Statement on Form S-1 (No. 33-77458)).

       5.1*       Opinion of Finn Dixon & Herling LLP as to legality of
                  securities being registered.

       23.1*      Consent of PricewaterhouseCoopers LLP.

       23.2       Consent of Finn Dixon & Herling LLP (contained in Exhibit 5.1
                  hereto).

       24.1       Power of Attorney (included on the signature pages).
3
-------------------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the DGCL, the Certificate of Incorporation and
By-Laws, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such
Securities Act and will be governed by the final adjudication of such issue.

         The undersigned Registrant hereby undertakes:

                  (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 of 1933;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement; and

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant under Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement, Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 and Post
Effective Amendment No. 3 to Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Greenwich, State of Connecticut, on this 25th day of June, 2002.

                                         BLYTH, INC.

                                         By:     /S/ROBERT B. GOERGEN
                                                 --------------------
                                                 Robert B. Goergen,
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President

                                      S-1
POWERS OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Goergen, Robert H. Barghaus and
Bruce D. Kreiger, jointly and severally, his or her attorneys-in-fact, each with
the power of substitution for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to each Registration Statement
on Form S-8 (including Nos. 33-91954, 333-50011, and 333-92557, and the
Registration Statement on Form S-8 covering 3,550,000 additional shares), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8, Post-Effective Amendment No. 1 to
Registration Statement on Form S-8, Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 and Post Effective Amendment No. 3 to
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE                               TITLE                                                 DATE
      ---------                               -----                                                 ----
/S/ROBERT B. GOERGEN           Chairman, Chief Executive Officer and President;
--------------------           Director (Principal Executive Officer)                      June 25, 2002
Robert B. Goergen

/S/ ROBERT H. BARGHAUS         Vice President and Chief Financial Officer (Principal
----------------------         Financial and Accounting Officer)                           June 25, 2002
Robert H. Barghaus

/S/ROGER A. ANDERSON
--------------------
Roger A. Anderson              Director                                                    June 25, 2002

/S/JOHN W. BURKHART
-------------------
John W. Burkhart               Director                                                    June 25, 2002

/S/PAMELA M. GOERGEN
--------------------
Pamela M. Goergen              Director                                                    June 25, 2002

/S/NEAL I. GOLDMAN
------------------
Neal I. Goldman                Director                                                    June 25, 2002

/S/PHILIP GREER
---------------
Philip Greer                   Director                                                    June 25, 2002

/S/CAROL HOCHMAN
----------------
Carol Hochman                  Director                                                    June 25, 2002

/S/JOHN E. PRESCHLACK
---------------------
John E. Preschlack             Director                                                    June 25, 2002

/S/HOWARD E. ROSE
-----------------
Howard E. Rose                 Director                                                    June 25, 2002
S-2
EXHIBIT INDEX

       Exhibit No.                          Description
       -----------                          -----------
3.1        Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit 3.1 of the Company's
                      Registration Statement on Form S-1 (No. 33-77458)).

           3.2        Restated By-Laws of the Company (incorporated by reference
                      to Exhibit 3.2 of the Company's Registration Statement on
                      Form S-1 (No. 33-77458)).

           4.1        Amended and Restated 1994 Employee Stock Option Plan
                      (incorporated by reference to Exhibit 4.1 to the
                      Company's Current Report on Form 8-K filed April 17,
                      2000.

           4.2        Form of Nontransferable Incentive Stock Option Agreement
                      under the Amended and Restated 1994 Employee Stock Option
                      Plan of the Company (incorporated by reference to Exhibit
                      4.2 to the Company's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended July 31, 1996).

           4.3        Form of Nontransferable Non-Qualified Stock Option
                      Agreement under the Amended and Restated 1994 Employee
                      Stock Option Plan of the Company (incorporated by
                      reference to Exhibit 4.3 to the Company's Quarterly Report
                      on Form 10-Q for the fiscal quarter ended July 31, 1996).

           4.4        Amended and Restated 1994 Stock Option Plan for
                      Non-Employee Directors of the Company (incorporated by
                      reference to Exhibit 4.1 to the Company's Current Report
                      on Form 8-K filed April 19, 2002).

           4.5        Form of Stock Option Agreement under the 1994 Stock Option
                      Plan for Non-Employee Directors of the Company
                      (incorporated by reference to Exhibit 4.5 to the Company's
                      Registration Statement on Form S-1 (No. 33-77458)).

           5.1*       Opinion of Finn Dixon & Herling LLP as to legality of
                      securities being registered.

          23.1*       Consent of PricewaterhouseCoopers LLP.

           23.2       Consent of Finn Dixon & Herling LLP (contained in Exhibit
                      5.1 hereto).

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