SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED APRIL 30, 1997

Commission file number 1-13026

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

DELAWARE 36-2984916
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

100 FIELD POINT ROAD, GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)

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

NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

31,424,164 COMMON SHARES AS OF MAY 30, 1997.

BLYTH INDUSTRIES, INC.

INDEX
PAGE
----

Form 10-Q Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Form 10-Q Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Part I. Financial Information:

Item 1. Financial Statements:
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Earnings . . . . . . . . . . . . . . 4

Consolidated Statements of Stockholders' Equity . . . . . . . . 5

Consolidated Statements of Cash Flows . . . . . . . . . . . . . 6

Notes to Consolidated Financial Statements. . . . . . . . . . . 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . .8-11

Part II. Other Information

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .12

Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . .12

Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . .12

Item 4. Submission of Matters to a Vote of Security Holders . . . . . .12

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .12

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . .12

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Page 2 of 13

Part I. FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS

BLYTH INDUSTRIES, INC. AND SUBSIDIARIES

- ------------------------------------------------------------------------------------------------------------
APRIL 30, JANUARY 31,
(In thousands, except share data) 1997 1997
- ------------------------------------------------------------------------------------------------------------
(Unaudited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 21,839 $ 27,832
Accounts receivable, less allowance for doubtful receivables
of $1,069 and $892, respectively 37,417 35,002
Inventories (Note 3) 110,271 103,054
Prepaid expenses 686 237
Deferred income taxes 1,100 1,000
- ------------------------------------------------------------------------------------------------------------
Total current assets 171,313 167,125
PROPERTY, PLANT AND EQUIPMENT
Less accumulated depreciation ($32,188 and $29,589, respectively) 114,496 103,551

OTHER ASSETS
Investments 5,154 4,991
Excess of cost over fair value of assets acquired, net of
accumulated amortization of $1,697 and $1,493, respectively 11,219 11,146
Deposits 671 499
- ------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 302,853 $ 287,312
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 1,790 $ 1,689
Accounts payable 29,513 34,202
Accrued expenses 27,849 23,554
Income taxes 5,561 601
- ------------------------------------------------------------------------------------------------------------
Total current liabilities 64,713 60,046
DEFERRED INCOME TAXES 5,450 4,900
LONG-TERM DEBT, less current maturities 31,820 31,958
EXCESS OF FAIR VALUE OVER COST OF ASSETS ACQUIRED, NET OF
ACCUMULATED AMORTIZATION OF $601 AND $571, RESPECTIVELY 803 833
MINORITY INTEREST 1,087 1,501
STOCKHOLDERS' EQUITY:
Preferred stock, authorized 10,000,000 shares of $0.01
par value; no shares issued and outstanding - -
Common stock, authorized 100,000,000 shares of $0.02
par value; issued and outstanding, 31,423,168 and
31,419,768, respectively 628 628
Additional contributed capital 87,389 87,338
Retained earnings 110,963 100,108
- ------------------------------------------------------------------------------------------------------------
198,980 188,074
- ------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 302,853 $ 287,312
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Page 3 of 13

BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

- ----------------------------------------------------------------------------------------------------
THREE MONTHS ENDED APRIL 30 (In thousands, except per share data)

1997 1996
- ----------------------------------------------------------------------------------------------------

Net sales $ 146,518 $ 106,338
Cost of goods sold 64,367 47,863
- ----------------------------------------------------------------------------------------------------
Gross profit 82,151 58,475
Selling and Shipping 50,343 36,330
Administrative 13,378 9,953
- ----------------------------------------------------------------------------------------------------
63,721 46,283
- ----------------------------------------------------------------------------------------------------
Operating profit 18,430 12,192
Other expense (income)
Interest expense 610 534
Interest income (226) (408)
Equity in earnings of investees (81) (81)
- ----------------------------------------------------------------------------------------------------
303 45
- ----------------------------------------------------------------------------------------------------
Earnings before income tax expense and minority interest 18,127 12,147
Income tax expense 7,310 4,897
- ----------------------------------------------------------------------------------------------------
Earnings before minority interest 10,817 7,250
Minority interest (38) 2
- ----------------------------------------------------------------------------------------------------
NET EARNINGS $ 10,855 $ 7,248
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Net earnings per common and common
equivalent share $ 0.34 $ 0.23
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding 31,700 31,024
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Page 4 of 13

BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)

- ---------------------------------------------------------------------------------------------------------------------------------
APRIL 30, (In thousands, except share data)
- ---------------------------------------------------------------------------------------------------------------------------------

ADDITIONAL TOTAL
COMMON STOCK CONTRIBUTED RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
- ---------------------------------------------------------------------------------------------------------------------------------

FOR THE THREE MONTHS ENDED APRIL 30, 1996:

Balance, February 1, 1996 30,707,220 $ 614 $ 86,701 $ 56,039 $ 143,354

Net earnings for the period - - - 7,248 7,248

Common stock issued in connection with
exercise of stock options and other 8,656 - 187 - 187
- ---------------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 1996 30,715,876 $ 614 $ 86,888 $ 63,287 $ 150,789
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED APRIL 30, 1997

Balance, February 1, 1997 31,419,768 $ 628 $ 87,338 $ 100,108 $ 188,074

Net earnings for the period - - - 10,855 10,855

Common stock issued in connection with
exercise of stock options 3,400 - 51 - 51
- ---------------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 1997 31,423,168 $ 628 $ 87,389 $ 110,963 $ 198,980
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Page 5 of 13

BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED APRIL 30 (In thousands) 1997 1996
- --------------------------------------------------------------------------------------------------------------

Cash flows from operating activities:
Net earnings $ 10,855 $ 7,248
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization 2,809 2,104
Deferred income taxes 450 250
Equity in earnings of investees (81) (81)
Minority interest (38) 2
Changes in operating assets and liabilities, net of
effect of business acquisition:
Accounts receivable (2,415) (2,966)
Inventories (7,217) (11,730)
Prepaid expenses (449) (342)
Other assets (172) 24
Accounts payable (4,689) 9,728
Accrued expenses 4,295 6,006
Income taxes 4,960 2,221
- --------------------------------------------------------------------------------------------------------------
Total adjustments (2,547) 5,216
- --------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 8,308 12,464
Cash flows from investing activities:
Purchases of property, plant, and equipment (13,663) (6,085)
Purchase of businesses net of cash acquired (652) (8,283)
- --------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (14,315) (14,368)
- --------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 51 87
Borrowings from bank line of credit - -
Repayments on bank line of credit - -
Payments on long-term debt (37) (118)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 14 (31)
- --------------------------------------------------------------------------------------------------------------
Net decrease in cash (5,993) (1,935)
Cash and cash equivalents at beginning of period 27,832 46,509
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 21,839 $ 44,574
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Page 6 of 13

BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company,
its wholly owned subsidiaries and their subsidiaries. All significant
intercompany accounts and transactions have been eliminated. In the
opinion of the Management, the accompanying unaudited consolidated
financial statements include all accruals (consisting only of normal
recurring accruals) necessary for fair presentation of the Company's
consolidated financial position at April 30, 1997 and the consolidated
results of its operations and cash flows for the three month period ended
April 30, 1997 and 1996. These interim statements should be read in
conjunction with the Company's consolidated financial statements for the
year ended January 31, 1997, as set forth in the Company's Form 10-K Annual
Report. Operating results for the three months ended April 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending January 31, 1998.

2. BUSINESS ACQUISITIONS

On February 13, 1996, the Company purchased from Hallmark Cards,
Incorporated the Canterbury candle product line and related candle
manufacturing equipment for approximately $8,400,000. Under the terms of
the purchase agreement, the Company will work jointly with Hallmark as a
preferred vendor in the merchandising and distribution of the Company's
candles and candle accessories through various outlets which carry Hallmark
candles.

3. INVENTORIES

The components of inventory consist of the following (in thousands):

April 30, 1997 January 31, 1997
---------------------------------------
Finished goods $ 92,089 $ 86,532
Work in progress 2,719 3,352
Raw materials 15,463 13,170
---------------------------------------
$110,271 $103,054

4. SUBSEQUENT EVENTS

On May 20, 1997, the Company acquired Endar Corp., a manufacturer of
potpourri, scented candles and other fragrance products. The Company will
issue 1,267,205 shares of its Common Stock as consideration and the
acquisition will be accounted for as a pooling of interests.

On June 4, 1997, the Company's Board of Directors declared a three-for-two
stock split to be effected as a stock dividend, payable to holders of
record of the Company's Common Stock as of the close of business on June
16, 1997.

Page 7 of 13

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Net Sales

Net sales in the first quarter ended April 30, 1997 rose 37.8% to
$146,518,000 compared with $106,338,000 a year earlier. Virtually all of
this increase was attributable to unit growth in sales of the Company's
consumer everyday products, particularly scented candles and accessories.
The Company's six core growth strategies: our "best" and "better" brands,
namely Colonial Candle of Cape Cod, Mrs. Baker and Carolina Designs;
PartyLite US; Ambria and Canterbury brands; Food service and religious
segment; International markets; and selective acquisitions each contributed
to the increased sales in the quarter ended April 30, 1997 when compared to
the same period the prior year. Geographic expansion of PartyLite Gifts in
the United States; sales of Ambria, the Company's line of coordinated home
fragrance and decorative lighting products; and International experienced
the greatest growth.

Gross Profit

Gross profit in the first quarter ended April 30, 1997 increased
$23,676,000, or 40.5% from $58,475,000 for the quarter ended April 30, 1996
to $82,151,000. Gross profit margin increased from 55.0% for the quarter
ended April 30, 1996 to 56.1% for the quarter ended April 30, 1997. The
increase of gross profit percentage is attributable to channels of
distribution mix, expanded sales of higher margin scented candles and
related candle accessories and efficiencies generated by manufacturing and
distribution facilities. The Company is also benefiting from the capital
expenditures made over the last two years.

Selling and Shipping Expense

Selling and shipping expense increased $14.0 million, or 38.6%, from $36.3
million in the quarter ended April 30, 1996 (34.2% of net sales), to $50.3
million in the quarter ended April 30, 1997 (34.4% of net sales). The
increases were primarily attributable to increased sales to the consumer
market, particularly sales through the Company's home party plan direct
selling activities, in which sales expenses, as a percentage of net sales,
are relatively higher. In addition, the Company's consumer products
generally require a higher level of product development, business
development and sales and marketing expense than the Company's food service
and religious products. Finally, the Company benefited from its ability to
spread selling and shipping expenses against a larger amount of net sales.

Administrative Expense

Administrative expense increased $3.4 million, or 34.0%, from $10.0 million
in the quarter ended April 30, 1996 (9.4% of net sales) to $13.4 million in
the quarter ended April 30, 1997 (9.1% of net sales). Such increases were
a result of increases in personnel (from approximately 325 administrative
employees at April 30, 1996 to approximately 387 administrative employees
at April 30, 1997), substantially improved information and data processing
capabilities and increases in leased and owned office space. In connection
with anticipated growth in its consumer product sales, which generally
require somewhat greater administrative expenditures, the Company expects
further increases in administrative expenses due to expected increases in
the number of employees. The Company also expects additional
infrastructure spending associated with improvements in information and
administrative support systems.

Page 8 of 13

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Interest Expense

Interest expense for the three months ended April 30, 1997 was $610,000
compared to $534,000 for the same period in the prior year.

Income Taxes

The effective income tax rate for the quarters ended April 30, 1997 and
1996 was approximately 40.0%.

Net Earnings

As a result of the foregoing, net earnings increased $3,607,000, or 49.8%
from the quarter ended April 30, 1996 to $10,855,000 for the quarter ended
April 30, 1997.

Earnings per share based upon the weighted average number of shares
outstanding for the quarter ended April 30, 1997 increased $0.11 or 47.8%
to $0.34 compared to $0.23 for the quarter ended April 30, 1996.

Liquidity and Capital Resources

Operating assets and liabilities increased from January 31, 1997 to April
30, 1997 due to the Company's internally generated growth. Inventory
increased from $103.1 million at January 31, 1997 to $110.3 million at
April 30, 1997. Measured in terms of number of days' worth of cost of
goods sold, inventory decreased from 166 days' worth of inventory at the
end of fiscal 1997 to 154 days' worth of inventory at April 30, 1997.
Accounts receivable increased $2.4 million, or 6.9% from $35.0 million at
the end of fiscal 1997 to $37.4 million at April 30, 1997 due to sales
growth. Accounts payable and accrued expenses decreased $.4 million, or
0.7% from $57.8 million at the end of fiscal 1997 to $57.4 million at April
30, 1997. The decrease in accounts payable and accrued expenses reflects
the normal payment pattern of operating expenses.

Capital expenditures for property, plant and equipment were $13.7 million
in the three months ended April 30, 1997. Capital expenditures were
primarily investments in new plant and equipment, new office building and
improvements to existing plant and equipment. The Company anticipates
capital spending of approximately $50.0 million for fiscal 1998, of which
approximately $10.0 million will be used for the new candle manufacturing
facility in Cumbria, England, approximately $9.0 million will be used for a
new office building in Plymouth, Massachusetts and approximately $5.0
million for the new distribution facility in Elkin, North Carolina, with
the balance of approximately $26.0 million to be used for machinery and
equipment and increases in and upgrades to machinery and equipment in
existing facilities.

Page 9 of 13

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Liquidity and Capital Resources (CONTINUED)

The Company has grown in part through acquisitions and, as part of its
growth strategy, the Company expects to continue from time to time in the
ordinary course of its business to evaluate and pursue opportunities to
acquire other companies, assets and product lines that either complement or
expand its existing business. The Company expects to effect one or more
such acquisitions in the next twelve months although the Company currently
has no arrangements, agreements or understandings with respect to any such
acquisitions.

The Company's primary capital requirements are for working capital to fund
the increased inventory and accounts receivable required to sustain the
Company's sales growth and for capital expenditures (including capital
expenditures related to planned facilities expansion). The Company
believes that cash on hand, cash from operations and available borrowings
under the Credit Facility described below, and the $20.0 million and $15.0
million credit facilities relating to the Elkin and Cumbria plants, will be
sufficient to fund its operating requirements, capital expenditures and all
other obligations for the next twelve months.

The Company has a Credit Facility with Harris Trust and Savings Bank
("Harris") and Bank of America Illinois (the "Banks") pursuant to which the
Banks have agreed, subject to certain conditions, to provide an unsecured
revolving credit facility to the Company in an aggregate amount of up to
$21.0 million to fund ongoing working capital requirements, letter of
credit requirements and general corporate purposes of the Company. Amounts
outstanding under the Credit Facility bear interest, at the Company's
option, at Harris' prime rate (8.50% at April 30, 1997) or at LIBOR plus
0.40%. In connection with the Credit Facility, the Company pays a
commitment fee of 0.125% per annum on the unused portion of the revolving
credit facility. The Credit Facility contains standard covenants, including
maintenance of certain financial ratios and limitations on certain
restricted payments, including dividends. The Company does not believe
that such covenants will have a material effect on its operations.

In fiscal 1997, the Company entered into a $20.0 million unsecured credit
facility in order to finance the construction and equipment associated with
the new Elkin, North Carolina distribution facility. This credit facility
will convert into an amortizing term loan which will be payable over a
seven-year period ending in 2005. In April 1997, the Company entered into
a $15.0 million, pound-denominated, unsecured credit facility in order to
finance the construction and equipment associated with the new U.K. candle
manufacturing facility. This credit facility will convert into an
amortizing term loan which will be payable over a seven-year period ending
in 2005.

Net cash provided by operating activities amounted to $8.3 million for the
three months ended April 30, 1997 compared to $12.5 million for the three
months ended April 30, 1996. This change is due to normal fluctuations in
inventory and accounts payable. At April 30, 1997, no indebtedness was
outstanding under the Credit Facility and approximately $2.6 million of
letters of credit were outstanding under the Credit Facility as of April
30, 1997.

Page 10 of 13

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Impact of Adoption of Recently Issued Accounting Standards

In February 1997, the FASB issued Statement No. 128 ("SFAS 128"), "Earnings
per Share," which specifies the computation, presentation, and disclosure
requirements for earnings per share. SFAS 128, which has an effective date
of December 15, 1997, is not expected to have a significant impact on the
Company's reported earnings per share.

Page 11 of 13

Part II. OTHER INFORMATION

Item 1. Legal Proceedings
None

Item 2. Changes in Securities
None

Item 3. Defaults upon Senior Securities
None

Item 4. Submission of Matters to a Vote of Security Holders
None

Item 5. Other Information
None

Item 6. Exhibits and Reports on Form 8-K
a) Exhibits

11. Statement regarding computation of per share earnings

27. Financial data schedule

b) Reports on Form 8-K
The Company filed a Form 8-K, dated April 11, 1997,
reporting a change in the Company's primary independent
auditors.

The Company filed a Form 8-K, dated April 29, 1997,
reporting additional information relating to the change in
the Company's primary independent auditors.

Page 12 of 13

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

BLYTH INDUSTRIES, INC.

Date: June 13, 1997 By: /s/ Robert B. Goergen
---------------------------------------
Robert B. Goergen
Chief Executive Officer

Date: June 13, 1997 By: /s/ Howard E. Rose
---------------------------------------
Howard E. Rose
Vice President and
Chief Financial Officer

Page 13 of 13

EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE NO.

11. Statement regarding computations of per share earnings N/A

27. Financial data schedule N/A