UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

BLYTH, INC.
One East Weaver Street
Greenwich, Connecticut 06831
(203) 661-1926

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2008

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Blyth, Inc. will be held in the Board Room of Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831 on Wednesday, June 4, 2008, at 8:30 a.m. local time, for the following purposes:

1.

to elect three directors, each to hold office until the annual meeting of stockholders to be held in 2011 or until a respective successor is elected and qualified;

2.

to consider and vote upon the Amended and Restated 2003 Omnibus Incentive Plan;

3.

to ratify the appointment of our independent auditors; and

4.

to transact such other business as may properly come before the meeting or any adjournments thereof.

        You will notice in reading the proxy statement that John W. Burkhart, a director since 1983, is retiring from the board of directors and not standing for re-election, and that Roger A. Anderson, a director since 1994, retired from the board in January 2008. We want to express our deep appreciation to John and Roger for their valuable contributions to Blyth during their years of service.

        The board of directors has fixed the close of business on April 9, 2008 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder, for any purpose relevant to the meeting, on and after May 23, 2008, during ordinary business hours at the our principal executive offices located at the address set forth above.

By Order of the Board of Directors



Michael S. Novins
Secretary

BLYTH, INC.

One East Weaver Street
Greenwich, Connecticut 06831
(203) 661-1926

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held June 4, 2008

INTRODUCTION

        This proxy statement is being furnished to holders of our common stock in connection with the solicitation of proxies by our board of directors for use at the annual meeting of stockholders to be held in the Board Room of Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831 on Wednesday, June 4, 2008, at 8:30 a.m. local time, and at any adjournments thereof. This proxy statement is first being released by us to our shareholders on April 21, 2008.

        Our Annual Report on Form 10-K for the fiscal year ended January 31, 2008 also accompanies this proxy statement. The annual report includes audited financial statements, a discussion by management of our financial condition and results of operations, and other information.

ABOUT THE ANNUAL MEETING

QUESTIONS AND ANSWERS ABOUT THE
PROXY MATERIALS AND THE 2008 ANNUAL MEETING

Why am I receiving these materials?

        The board of directors is providing these proxy materials to you in connection with the 2008 annual meeting of stockholders. The annual meeting will take place in our Board Room at One East Weaver Street, Greenwich, Connecticut 06831 on Wednesday, June 4, 2008, at 8:30 a.m. local time. You are invited to attend the annual meeting and are entitled to and requested to vote on the proposals described in this proxy statement.

What is the purpose of the annual meeting?

        At the annual meeting, stockholders will be asked:

1.

to elect three directors, each to hold office until the 2011 annual meeting or until a respective successor is elected and qualified;



2.

to consider and vote upon the Amended and Restated 2003 Omnibus Incentive Plan;



3.

to ratify the appointment of our independent auditors; and



4.

to transact such other business as may properly come before the meeting or any adjournments thereof.

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What are the recommendations of the board of directors?

        Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the board of directors. The board's recommendations are set forth together with the description of each item in this proxy statement. The board recommends a vote for the election of all of the nominees as directors, for approval of the Amended and Restated 2003 Omnibus Incentive Plan and for the ratification of the appointment of Deloitte & Touche LLP as independent auditors. If any other matters are properly presented at the annual meeting for action, including a question of adjourning the meeting from time to time, the persons named in the proxies will have discretion to vote on such matters in accordance with their best judgment.

Who is entitled to vote at the annual meeting?

        Only stockholders of record at the close of business on the record date, Wednesday, April 9, 2008, are entitled to notice of and to vote at the annual meeting or any adjournment(s) thereof. Each stockholder is entitled to one vote, exercisable in person or by proxy, for each share held of record on the record date with respect to each matter. On the record date, there were 36,237,352 shares of common stock issued and outstanding.

How do I vote?

        You may vote either by casting your vote in person at the meeting, or by marking, signing and dating each proxy card you receive and returning it in the prepaid envelope, by telephone, or electronically through the Internet by following the instructions included on your proxy card.

        The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed to comply with Delaware law, allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded.

        If you hold your shares in "street name" through a broker or other nominee, you may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that institution.

        Proxies will also be considered to be confidential voting instructions to the trustees of our 401(k) and profit sharing plan with respect to shares of common stock held in accounts under such plan.

        To the extent that no direction is indicated, the shares will be voted FOR the election of all of the nominees as directors, FOR the approval of the Amended and Restated 2003 Omnibus Incentive Plan and FOR the ratification of the appointment of Deloitte & Touche LLP as independent auditors. If any other matters are properly presented at the annual meeting for action, including a question of adjourning the meeting from time to time, the persons named in the proxies will have discretion to vote on such matters in accordance with their best judgment.

Can I change my vote after I return my proxy card?

        Any stockholder who has executed and returned a proxy has the power to revoke it at any time before it is voted. A stockholder who wishes to revoke a proxy can do so by attending the annual meeting and voting in person, or by executing a later-dated proxy relating to the same shares or a writing revoking the proxy and, in the latter two cases, delivering such later-dated proxy or writing to our corporate secretary prior to the vote at the annual meeting. Any writing intended to revoke a proxy should be sent to us at our principal executive offices, One East Weaver Street, Greenwich, Connecticut 06831, Attention: Michael S. Novins, Secretary.

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What constitutes a quorum?

        A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum. Abstentions are considered shares present and entitled to vote, and therefore have the same legal effect as a vote against a matter presented at the annual meeting. Any shares held in street name for which the broker or nominee receives no instructions from the beneficial owner, and as to which such broker or nominee does not have discretionary voting authority under applicable New York Stock Exchange rules, will be considered as shares not entitled to vote and will not be considered in the tabulation of the votes. Under New York Stock Exchange rules, a majority of the shares must vote on certain matters (with abstentions being treated as votes and broker non-votes not being treated as votes). Subject to the foregoing, a broker non-vote will have no effect with respect to any of Items 1 through 4 of this proxy statement.

What vote is required to approve each item?

        If a quorum is present, (i) a plurality vote of the shares present, in person or by proxy, is required for the election of directors and (ii) the affirmative vote of the majority of the shares present, in person or by proxy, is required for approval of Items 2 through 4.

Who will bear the cost of soliciting votes for the annual meeting?

        We are paying for the distribution and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Our employees may also solicit proxies on our behalf in person, by telephone, electronic transmission or facsimile, but they do not receive additional compensation for providing those services.

ITEM 1: ELECTION OF DIRECTORS

Nominees for Election as Directors

        The board of directors currently consists of nine members, divided into three classes serving staggered terms of office. John W. Burkhart, a director since 1983, is retiring from the board effective as of the annual meeting.

        In August 2007, the board elected Anne M. Busquet to the board. In January 2008, Roger A. Anderson, a director since 1994, retired from the board.

        It is intended that the persons named in the enclosed form of proxy, as proxies, will, except as noted below, vote FOR the election of the following nominees as directors, to serve until the 2011 Annual Meeting of Stockholders:

Anne M. Busquet
Wilma H. Jordan
James M. McTaggart

        All three of them currently serve as directors. Ms. Jordan and Mr. McTaggart were most recently elected at the 2005 annual meeting, and Ms. Busquet was elected to the board by the board of directors on August 15, 2007. The board does not contemplate that any of such nominees will become unable to serve. If, however, any of such nominees should become unable to serve before the annual meeting, proxies solicited by the board will be voted by the persons named as proxies in accordance with the best judgment of such proxies. Pursuant to our bylaws, directors are elected by plurality vote. Our certificate of incorporation does not provide for cumulative voting in the election of directors.

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        The following sets forth the name, age, business experience for the past five years and other directorships of each of the nominees and the continuing directors:

Nominees for Election at the 2008 Annual Meeting for Terms Expiring in 2011

Anne M. Busquet (58)

        Anne M. Busquet joined the board of directors in August 2007. Since September 2006, and from 2001 to 2002, she was a principal at AMB Advisors, LLC, a business consulting firm. From 2004 to September 2006, she was chief executive officer of IAC Local and Media Services, a division of IAC/InterActiveCorp, and from 2003 to 2004, she was president and senior advisor of IAC's travel services group. From 1978 to 2001, she served in various positions at American Express Company, and was a member of its planning and policy committee from 1995 to 2001. Ms. Busquet serves on the boards of Pitney Bowes Inc. and Invoke Solutions.

Wilma H. Jordan (58)

        Wilma H. Jordan joined the board of directors in 2004. Ms. Jordan is founder and chief executive officer of The Jordan, Edmiston Group, a media investment bank. Ms. Jordan is also a founding general partner and chief executive officer of JEGI Capital, a venture capital affiliate of Jordan, Edmiston. Ms. Jordan served on the board of directors of Lin TV Corporation (NYSE) from May 2002 until September 2007. In addition, she is a director of Guideposts, Inc., a publisher of Guideposts Magazine and a leading provider of other magazines, books and related ministry programs and has served as a director of several privately held companies.

James M. McTaggart (60)

        James M. McTaggart joined the board of directors in 2004. Mr. McTaggart is co-founder and co-chairman of Trinsum Group, an international management consulting firm that advises senior executives on the issues most impacting company performance and long-term value. Prior to co-founding Trinsum Group, he was a vice president of Wells Fargo Bank and co-founded the bank's corporate finance department. Mr. McTaggart serves on the board of trustees of Greenwich Hospital and Greenwich Health Services.

Continuing Directors with Terms Expiring in 2009

Pamela M. Goergen (66)

        Pamela M. Goergen joined the board of directors in 1984. From 2001 to the present, she has served as a managing director of Ropart Investments, LLC, a private equity investment group, and for its predecessor, The Ropart Group Limited, she served as vice president and secretary from 1979 to 2001.

Carol J. Hochman (57)

        Carol J. Hochman joined the board of directors in 2002. Ms. Hochman is president and chief executive officer of Triumph Apparel Corp. (formerly Danskin, Inc.). Prior to her appointment to Triumph Apparel in 1999, she held the position of group president—accessories at Liz Claiborne, Inc., where she held positions of increased responsibility for over 20 years. Prior to her roles at Liz Claiborne, she spent six years in the international division of May Department Stores. Ms. Hochman also sits on the foundation of the board of Queens College, part of the City University of New York, and the boards of the American Apparel and Footwear Association and the Sporting Goods Manufacturers Association, both major industry trade associations.

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Continuing Directors with Terms Expiring in 2010

Robert B. Goergen (69)
Chairman of the Board and Chief Executive Officer

        Robert B. Goergen has been our chairman since our inception in 1977. Mr. Goergen has served as our chief executive officer since 1978 and as president from March 1994 to March 2004. Since 1979, he has served as senior managing member of Ropart Investments, LLC and its predecessor entities, a private equity investment group.

Neal I. Goldman (63)

        Neal I. Goldman joined the board of directors in 1991. From 1985 to the present, he has been the president of Goldman Capital Management, Inc., an investment advisory firm.

Howard E. Rose (61)

        Howard E. Rose joined the board of directors in 1998. Mr. Rose served as vice chairman of the board from April 1998 to June 2000. Mr. Rose served as our vice president and chief financial officer from 1978 to April 1998, and served as secretary from 1993 to 1996.

        Other than Robert B. Goergen and Pamela M. Goergen, who are husband and wife, and Robert B. Goergen, Jr., who is their son, there are no family relationships among any of the nominees for election as directors, any continuing directors or any executive officers.

Retiring Director

John W. Burkhart (70)

        John W. Burkhart, who has served on the board of directors since 1983, is retiring from the board effective as of the annual meeting. Since July 1984, he has been the chairman of the board of directors of Breezy Hill Enterprises, Inc., a management services and investment company. Since June 1993, he has been chairman of the board of directors of MWM Dexter, Inc., a specialty printing company. Since January 1990, he has been chairman of the board of directors of AS Hospitality, Inc., a specialty printing company.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES.

Corporate Governance Guidelines

        As part of its ongoing commitment to good corporate governance, the board of directors has codified its corporate governance practices into a set of corporate governance guidelines. These guidelines assist the board in the exercise of its responsibilities and may be amended by the board from time to time. The corporate governance guidelines are available on our website, www.blyth.com, and are also available in print to any stockholder who makes a request to Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831, Attention: Michael S. Novins, Secretary.

Director Independence

        Our corporate governance guidelines require that a majority of the board consist of directors who meet the independence requirements of the listing standards of the New York Stock Exchange, including the requirement that there be no material relationship between the director and us. The board has determined that no relationship between us and a director that arises solely out of the ownership by such director of less than 1% of the outstanding equity interests in an organization that has a relationship with us is a "material" relationship for purposes of the determination by the board

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as to whether such director has any material relationship with us. The board conducts an annual review as to whether each of our directors qualifies as independent. Based on its most recent annual review, the board has concluded that each director other than Robert B. Goergen and Pamela M. Goergen is independent.

        The non-management members of the board meet without management present at least twice annually at regularly scheduled executive sessions and at such other times as they may deem necessary or appropriate. The chairman of the nominating and corporate governance committee presides at these meetings. Wilma H. Jordan is currently chairman of the nominating and corporate governance committee.

Director Compensation

        For their services as directors, non-employee directors receive an annual fee of $20,000, reimbursement of out-of-pocket expenses, plus a fee of $1,500 for each board meeting attended in person or a fee of $500 for each board meeting attended by telephone. Each member of the audit committee, the compensation committee and the nominating and corporate governance committee, including each committee chairman, also receives a fee of $1,500 for each committee meeting attended in person or a fee of $500 for each committee meeting attended by telephone. The chairman of the audit committee receives an annual retainer fee of $10,000 and the chairmen of the compensation committee and the nominating and corporate governance committee each receive an annual retainer fee of $5,000. The full board determines annual equity awards for non-employee directors, subject to an annual limit of awards of 5,000 shares of common stock or share equivalents for new non-employee directors and 2,500 shares or share equivalents for continuing non-employee directors. Directors who are also employees do not receive any additional compensation for their services as directors.

Director Compensation in Fiscal 2008

        The following table sets forth information regarding the compensation of the directors earned in fiscal 2008.

(1)

These amounts represent the grant date fair value in accordance with Statement of Financial Standards (SFAS) No. 123R "Share-Based Payments" (FAS 123(R)). Information regarding the valuation assumptions used in the calculation of this amount is included in Note 16 to the audited financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2008.

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(2)

The grant date fair value of the RSUs issued in fiscal 2008 was $41,677 for all directors, who were issued 1,500 RSUs in June 2007, except Ms. Busquet, and $61,140 for Ms. Busquet, who was issued 3,000 RSUs in August 2007 when she joined the board of directors.

(3)

Represents health insurance premiums paid by us.

(4)

Mr. Anderson retired from the board in January 2008, and Mr. Burkhart is retiring from the board effective as of the annual meeting. In accordance with the terms of the Amended and Restated 2003 Omnibus Incentive Plan, the vesting of Mr. Anderson's RSUs was accelerated upon his retirement.

Board and Committee Meetings

        The board has established three committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The charter for each committee is available on our website, www.blyth.com, and is also available in print to any stockholder who makes a request to Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831, Attention: Michael S. Novins, Secretary.

        Audit Committee.    The audit committee is comprised of Mr. Rose (chairman), Ms. Busquet and Ms. Jordan and assists the board in fulfilling its oversight responsibilities regarding our legal and regulatory compliance, financial statements, internal audit function and independent auditors. Each member of the audit committee is an independent director as determined by the board, based on the New York Stock Exchange listing standards. Each member of the audit committee also satisfies the Securities and Exchange Commission's additional independence requirement for members of audit committees. In accordance with our corporate governance guidelines, none of the members of the audit committee serve on more than two audit committees. In addition, the board has determined that Howard E. Rose is an "audit committee financial expert" as defined by Securities and Exchange Commission rules. Mr. Rose is a certified public accountant with more than 30 years of accounting experience. Mr. Rose also served as our vice president and chief financial officer from 1978 to April 1998. The audit committee held eight meetings during fiscal 2008.

        Compensation Committee.    The compensation committee is currently comprised of Mr. Burkhart (chairman), Mr. Goldman, Mr. McTaggart and Ms. Hochman. Mr. Burkhart is retiring from the board effective as of the annual meeting and, at such time, Mr. McTaggart will become the chairman of the compensation committee. The compensation committee reviews and makes recommendations to the board with respect to general compensation and benefit levels, determines the compensation and benefits for our executive officers and administers the qualified and non-qualified retirement plans and the omnibus incentive plan. Each member of the compensation committee is an independent director as determined by the board, based on the New York Stock Exchange listing standards. During fiscal 2008, the compensation committee engaged Mercer Human Resources Consulting to provide advice on specific projects related to executive compensation. Mercer did not provide any other services to us during fiscal 2008. The compensation committee held three meetings during fiscal 2008.

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        Nominating and Corporate Governance Committee.    The nominating and corporate governance committee is comprised of Ms. Jordan (chairman), Mr. McTaggart and Mr. Burkhart and ensures that the board is appropriately constituted and organized to meet its fiduciary obligations to the stockholders. Mr. Burkhart is retiring from the board effective as of the annual meeting and, at such time, Ms. Busquet will become a member of the nominating and corporate governance committee. The nominating and corporate governance committee assesses director performance and board membership needs, makes and evaluates recommendations regarding potential candidates for election to the board, and develops and implements policies regarding corporate governance matters. Each member of the nominating and corporate governance committee is an independent director as determined by the board, based on the New York Stock Exchange listing standards. The nominating and corporate governance committee held three meetings during fiscal 2008.

        The board of directors held six meetings during fiscal 2008. In fiscal 2008, each incumbent director attended at least 75% of the meetings of the board of directors and applicable committee meetings, except for Ms. Hochman, who attended 67% of the meetings of the board and applicable committee meetings.

        We do not have a formal policy regarding board members' attendance at annual meetings, but all members of the board are encouraged to attend the annual meeting of stockholders. In 2007, all of the members of the board were present at the annual meeting.

Process for Nominating Directors

        Nominations of candidates for director are made by the nominating and corporate governance committee. The committee has identified nominees for directors based on referrals from management, existing directors, advisors and representatives of the company or other third parties. Each of the current nominees for director listed under the caption "Election of Directors" is an existing director standing for re-election. The committee may engage the services of third parties to identify or evaluate or assist in identifying or evaluating potential nominees for director but did not do so with respect to the current nominees. As discussed below, the committee will consider nominees proposed by qualified security holders. In connection with the annual meeting, the committee did not receive any recommendation for a nominee from any stockholder or group of stockholders.

        The nominating and corporate governance committee initially evaluates prospective candidates on the basis of their resumes, considered in light of the criteria discussed below. A committee member would contact those prospective candidates that appear likely to be able to fill a significant need of the board to discuss the position; if the candidate showed sufficient interest, the committee would arrange an in-person meeting with one or more committee members. If the committee, based on the results of these contacts, believes it has identified a viable candidate, it will consult with the chairman of the board and submit the nominee to the full board for approval. Any request by management to meet with the prospective candidate would be given appropriate consideration.

        Before nominating existing directors for re-election, the nominating and corporate governance committee also considers the individual's contributions to the board, as reflected in results of the most recent peer review of individual director performance.

        The nominating and corporate governance committee has adopted the following standards that it believes must be met by a nominee for a position on the board:

•

Integrity—shows high ethical standards, integrity, strength of character and willingness to act on and be accountable for his or her decisions.



•

Maturity—assertive, responsible, supportive, respectful and open to others.

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•

Judgment—decisions show intelligence, wisdom, thoughtfulness; willing to discuss issues thoroughly, ask questions, express reservations and voice dissent; record of good decisions shows that duties will be discharged in good faith and in our best interests.



•

Leadership—history of skill in understanding, managing and motivating talented managers and employees.



•

Standards—history of achievements shows high standards for self and others.



•

Strategic Vision—strategic insight and direction in innovation, key trends and challenging us to sharpen our vision.



•

Time and Willingness—ability, willingness and energy to prepare fully before meetings, attend and participate meaningfully, and be available to management between meetings, especially in light of any other commitments.



•

Continuous Improvement—stays current on major issues and on director's responsibilities.

        The nominating and corporate governance committee has also adopted the following list of qualities and skills that it believes one or more of our directors should possess:

•

Financial Acumen—understanding balance sheets, income and cash flow statements, financial ratios and other indices for evaluating performance; experience in financial accounting, corporate finance and trends in debt and equity markets; familiarity with internal financial controls.



•

Management Experience—hands-on understanding of corporate management trends in general and in our segments.



•

Knowledge Base—unique experience and skills in areas where we do business, including relevant manufacturing, marketing and technology.



•

International Vision—experience in global markets, issues and practices.



•

Diversity—enhances the board's perspective through diversity in gender, ethnic background, geographic origin or professional experience (public, private and non-profit sectors).

        Nomination of a candidate should not be based solely on these factors.

        Security holders who, individually or as a group, have held for more than one year at least 5% of our common stock may recommend director nominees to the nominating and corporate governance committee, provided the recommendation is received at least six months prior to the annual meeting, in order to assure time for meaningful consideration by the committee. Recommendations should be sent to the nominating and corporate governance committee at the address listed for security holder communications under the caption "Communications with the Board of Directors" below. Nominees recommended by security holders will be evaluated using the same standards applied to nominees recommended by other processes. Security holders recommending director nominees must provide the following information in their recommending communication:

        1.     the number of our securities held by the recommending security holder or by each member of a recommending group of security holders, and the holding period or periods for all such securities;

        2.     if the security holder(s) are not registered owners, proof of their security holdings in the form of either:

        (a)   a written statement from the "record" holder of the securities (usually a broker or bank) verifying that, at the time the security holder made the recommendation, he or she had held the required securities for at least one year; or

        (b)   if the security holder has filed a Schedule 13D, Schedule 13G, Form 3, Form 4 and/or Form 5, or amendments to those documents or updated forms, reflecting ownership of the

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securities as of or before the date of the recommendation, a copy of the schedule and/or form, and any subsequent amendments reporting a change in ownership level, as well as a written statement that the security holder continuously held the securities for the one-year period as of the date of the recommendation;

        3.     written consent of the nominee and the recommending security holder(s) to being identified in our public communications and filings discussing the recommendation and any action taken with respect to the recommendation; and

        4.     information about the recommended nominee sufficient for us to comply with Securities and Exchange Commission disclosure requirements if the nominee is proposed for election to our board of directors.

Communications with the Board of Directors

        Security holders may send communications to the board by e-mail to HolderCommunications@blyth.com. Communications may be addressed to the entire board, any committee or committee chairman, or any individual director. All communications will be received and reviewed by the chairman of the nominating and corporate governance committee. The decision whether to pass communications on to the rest of the nominating and corporate governance committee, to any other committee or committee chairman or to any individual director to whom the communication is addressed, will be made at the discretion of the nominating and corporate governance committee chairman.

        If a security holder communication relates to the nominating and corporate governance committee chairman and is directed to any director other than that chairman, it should be sent by e-mail to AuditCommittee@blyth.com. Communications sent to this address will be received and reviewed by the chairman of the audit committee. The decision of what action if any to be taken with respect to such communications will be made at the discretion of the audit committee chairman.

        Security holders may also send such communications by regular mail to either:

[Individual Director Name] c/o
Shareholder Communications
    or
Chairman, Audit Committee
    at
Blyth, Inc.
One East Weaver Street
Greenwich, CT 06831

        Communications so addressed will be delivered unopened to the chairman of the audit committee or to the individual addressed.

        Communications by security holders recommending director nominees must comply with the requirements discussed under the caption "Process for Nominating Directors."

        Interested parties may send communications to the nominating and corporate governance committee chairman or the non-management directors as a group by e-mail to IndependentDirectors@blyth.com or by regular mail to:

Chairman
Nominating and Corporate Governance Committee
Blyth, Inc.
One East Weaver Street
Greenwich, CT 06831

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        Communications so addressed will be delivered unopened to the chairman of the nominating and corporate governance committee.

Code of Conduct

        We first adopted our code of conduct in 1999 and it applies to all members of the board of directors and to all of our officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. The code of conduct is available on our website, www.blyth.com, and print copies are available to any stockholder who makes a request to Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831, Attention: Michael S. Novins, Secretary. The code of conduct also serves as our "code of ethics," as defined in Item 406(b) of Regulation S-K. In addition, we intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or any person performing similar functions and relates to any element of the definition of "code of ethics" set forth in Item 406(b) of Regulation S-K by posting such information on our website, www.blyth.com.

Executive Officers

        The following sets forth the name, age and business experience for the past five years of each of our executive officers (other than Robert B. Goergen (see "Continuing Directors with Terms Expiring in 2010")) as of the date hereof, together with all positions and offices held with us by such executive officers. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and have qualified:

        Robert H. Barghaus (54)—Robert H. Barghaus is a vice president and our chief financial officer. Mr. Barghaus joined us as vice president of financial planning in February 2001, and in March 2001 he was elected vice president and chief financial officer. From December 1998 to March 2000, he was executive vice president of finance and strategic planning of Cahners Business Information, a division of Reed Elsevier. Prior to that, from May 1989 to January 1997, he was senior vice president of finance and import operations of Labatt USA, and from January 1997 to December 1998 and from March 2000 to February 2001, a principal of the Bev-Edge Group, LLC, a consulting and management firm. Mr. Barghaus is also a certified public accountant.

        Anne M. Butler (59)—Anne M. Butler has been a vice president of the company and president of PartyLite Worldwide since May 2007. Ms. Butler joined PartyLite in 1999 as president of PartyLite Europe, and became president of PartyLite Europe and New Markets in 2000. Ms. Butler was named president of PartyLite International in 2003. Prior to joining PartyLite, she spent more than 25 years at leading companies, including Avon Products, Inc., Aloette Cosmetics, Inc. and Mary Kay Inc.

        Robert B. Goergen, Jr. (37)—Robert B. Goergen, Jr. is a vice president and president of the multi-channel group and corporate development group. Mr. Goergen joined us in 2000 as director of our Internet strategy and e-business initiatives group. In August 2002 he was appointed vice president of acquisitions and business development, overseeing our acquisition strategy and implementation. From 1995 to 1998, Mr. Goergen worked for McCann-Erickson Worldwide, primarily serving as an account director, where he oversaw e-commerce development and Internet marketing efforts for consumer products and services accounts.

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Security Ownership of Management and Certain Beneficial Owners

        Security Ownership of Management.    The following table sets forth, as of March 31, 2008, the number of outstanding shares of the common stock beneficially owned by each of (i) the nominees for director, (ii) the other current directors, (iii) the named executive officers individually and (iv) all directors and executive officers as a group. Except as otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares reflected as beneficially owned by such stockholder.

*

Less than 1%.

(1)

Includes 8,968,140 shares held by Mr. Goergen; 89,487 shares held by The Goergen Foundation, Inc. (a charitable foundation of which Mr. Goergen is a director, president and sole investment manager); 394,380 shares, 14,500 options and 6,000 RSUs held by Pamela M. Goergen (Mr. Goergen's wife); and 1,805,500 shares held by Ropart Investments LLC (a private investment fund of which Mr. Goergen shares voting and investment power). Mr. Goergen disclaims beneficial ownership of the shares held by Pamela M. Goergen (see footnote (3)). The address of Mr. Goergen is c/o Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831.

(2)

Ms. Busquet's security ownership include 3,000 RSUs.

(3)

Includes 394,380 shares, 6,000 RSUs and 14,500 options held by Mrs. Goergen and 10,863,127 shares held by Robert B. Goergen (Mrs. Goergen's husband). Mrs. Goergen disclaims beneficial ownership of the shares held by her husband, Robert B. Goergen (see footnote (1)). The address of Mrs. Goergen is c/o Blyth, Inc., One East Weaver Street, Greenwich, Connecticut 06831.

(4)

Mr. Goldman's security ownership Includes 20,000 shares, 6,000 RSUs and 14,500 options.

(5)

Ms. Hochman's security ownership Includes 1,000 shares, 6,000 RSUs and 15,000 options.

(6)

Ms. Jordan's security ownership Includes 2,000 shares, 5,500 RSUs and 10,000 stock options held by Ms. Jordan and 1,000 shares held by her spouse. Ms. Jordan disclaims beneficial ownership of the shares held by her spouse.

(7)

Mr. McTaggart's security ownership includes 3,400 shares and 7,500 RSUs.

(8)

Mr. Rose's security ownership includes 49,358 shares, 6,000 RSUs and 10,000 stock options.

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(9)

Mr. Barghaus's security ownership includes 3,569 shares (held jointly by Mr. Barghaus with his wife), 2,500 restricted shares, 24,440 RSUs and 10,000 stock options.

(10)

Ms. Butler's security ownership includes 1,000 shares, 17,825 RSUs and 19,100 stock options.

(11)

Mr. Goergen, Jr.'s security ownership includes 363,100 shares, 21,745 RSUs and 13,500 stock options held by him, 1,805,500 shares held by Ropart Investments, LLC, 2,000 shares held by his spouse and 5,481 shares held by him in trust for his children.

        Security Ownership of Certain Beneficial Owners.    To the knowledge of the company, the following table lists each party (other than Mr. Goergen and Mrs. Goergen, whose respective beneficial ownership is disclosed in the immediately preceding table) that beneficially owned more than 5% of the common stock outstanding as of such party's Schedule 13G reporting date:

---

(1)

According to Amendment No. 6 to Schedule 13G dated February 14, 2008 and filed with the Securities and Exchange Commission, FMR LLC beneficially owns 3,531,390 shares. FMR LLC is a parent holding company of Fidelity Management & Research Company ("Fidelity"), a registered investment adviser and a wholly owned subsidiary of FMR LLC. Fidelity is the beneficial owner of 3,531,390 shares or 9.51% of the common stock as a result of acting as investment adviser to various investment companies. The ownership of one investment company, Fidelity Low Priced Stock Fund, amounted to 3,531,390 shares or 9.51% of the common stock. Edward C. Johnson 3d (Chairman of FMR LLC) and FMR LLC, through its control of Fidelity, and the fund each has sole power to dispose of the 3,531,390 shares owned by the fund. Neither FMR LLC nor Mr. Johnson has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the fund's Boards of Trustees. Members of Mr. Johnson's family are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. All of the information contained in this footnote, including, without limitation, the computation of the percentage of stock owned by the parties referred to above, is based upon the information reported in Amendment No. 6 to Schedule 13G filed by FMR LLC with the Securities and Exchange Commission on February 14, 2008.



(2)

According to a statement on Schedule 13G dated February 5, 2008 and filed with the Securities and Exchange Commission, Barclays Global Investors, NA and the other entities described in this footnote beneficially own 3,403,898 shares. The total in the table reflects the combined ownership of various Barclays entities. The Schedule 13G indicates the following ownership interests: (i) Barclays Global Investors, NA (a bank), located at

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the address in the table, is the beneficial owner of 3,403,898 shares (9.17%), with sole voting power with respect to 2,908,081 shares and sole dispositive power with respect to 3,403,898 shares; (ii) Barclays Global Fund Advisors (an investment adviser), located at the address in the table, is the beneficial owner of 596,789 shares (1.61%), with sole voting and dispositive power with respect to those shares; (iii) Barclays Global Investors, Ltd. (a bank), located at Murray House, 1 Royal Mint Court, London, England EC3N 4HH, is the beneficial owner of 28,234 shares (0.08%), with sole voting power with respect to 15,033 shares and sole dispositive power with respect to 28,234 shares; (iv) Barclays Global Investors Japan Limited (an investment adviser), located at Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-0012 Japan is the beneficial owner of 38,721 shares (0.1%), with sole voting and dispositive power with respect to those shares; and (v) Barclays Global Investors Canada Limited (an investment adviser), located at Brookfield Place, 161 Bay Street, Suite 2500, Toronto, Canada is the beneficial owner of 5,374 shares (0.01%), with sole voting and dispositive power with respect to those shares. The Schedule 13G does not describe the relationships among the Barclays entities. The computation of the percentage of stock owned by Barclays Global Investors, NA and the other entities is based on the percentages reported in the Schedule 13G.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

        We are a multi-channel organization selling a wide variety of home expressions products through the Direct Selling, Catalog & Internet, and Wholesale channels. We are a designer and marketer of home fragrance products and accessories, home décor, seasonal decorations, household convenience items, personalized gifts and products for the foodservice trade. We compete in a global industry, and our products can be found throughout North America, Europe and Australia. Our financial results are reported in three segments—the Direct Selling segment, the Catalog & Internet segment and the Wholesale segment. These reportable segments are based on similarities in distribution channels, customers and management oversight.

        Our compensation committee develops and oversees compensation policies that are designed to attract, motivate, reward and retain the broad-based management talent required to achieve our corporate objectives and increase shareholder value. The committee believes that corporate performance and, in turn, stockholder value will be enhanced by a compensation system that supports and reinforces our key operating and strategic goals while aligning the financial interests of our management team with those of our stockholders.

        Our compensation programs are intended to reward the achievement of short and long-term financial targets established during our annual budget and strategic planning process, as well as individual performance goals established during the annual Management By Objective (MBO) cycle.

Elements of Compensation

        Our management compensation program consists of the following:

•

a base salary



•

a short-term annual incentive program



•

a long-term incentive program



•

a benefits package of health and welfare programs

        The committee reviews the compensation practices of broad industry groups using multiple sources of information pertaining to executive compensation, including salary surveys and peer group proxy data. Benchmarking effectively against a relevant peer group is challenging given our structure. Therefore, the committee consults additional salary and economic surveys that benchmark similar positions in similarly-sized companies, the industries of which vary. Our peer group generally consists of similarly-sized manufacturing, direct selling and direct marketing companies with revenue ranging from $500 million to $1.5 billion, and is dependent upon the revenue of the business unit of which an executive's compensation is being benchmarked. We compiled data using surveys from Mercer, Towers Perrin, E-Comp and Salary.com. Benchmarking for our total compensation program has also been conducted against a peer group that included Williams-Sonoma Inc., Jarden Corporation, American Greetings Corporation, Herbalife Ltd., Tupperware Brands Corporation, Nu Skin Enterprises, Inc., Lancaster Colony Corporation, Overstock.com, Inc., 1-800-Flowers.com, Inc., The Yankee Candle Company, Inc., Libbey Inc., CSS Industries, Inc., Lenox Group Inc., Russ Berrie and Company, Inc., Enesco LLC and RedEnvelope, Inc. The committee, after receiving input from Robert B. Goergen, our chairman and chief executive officer, uses these sources to determine an appropriate base salary and annual incentive bonus target for each member of management. The base salary and annual incentive bonus targets are intended to reflect the responsibilities of each officer, the compensation practices at other companies and trends in the economy in general. The committee generally targets the sum of the

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base salary, annual incentive bonus program and long-term incentive program to be at the median level of the combined peer group and survey data. We also consider peer compensation within Blyth's portfolio to help determine appropriate compensation. The objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and motivate personnel, and retain key talent, while providing incentives to maximize long-term value for our company and our stockholders.

        As discussed below, under the heading "—Employment Contracts," in August 2000 we entered into an agreement with Mr. Goergen. Mr. Goergen's base salary, short-term incentive bonus target and supplemental pension were each established at the time his employment contract was entered into following a peer and industry review process similar to that described above. Since that time and most recently in fiscal year 2008, his base salary and annual incentive bonus were reviewed versus his peer group's salary and incentive bonus. Based on that data, the committee believes that his compensation is appropriately positioned at the 50th percentile. Because of his significant share ownership, Mr. Goergen requested that he not receive long-term incentives. Moreover, he has requested of the committee that he not receive an annual merit increase to his base salary for the past three years, and the committee has honored his request.

Annual Incentives

        Our Management Performance Incentive Plan ("MPIP") is a cash-based, pay-for-performance annual incentive plan that applies to all management-level employees across the company (excluding those participating in a sales incentive plan). The committee considers annual incentives to be a critical means of ensuring management's focus in achieving its annual operating plan, which, in turn, should enhance shareholder value.

        The MPIP incentive formula is calculated as follows:

        The MPIP "Individual Incentive Targets" are based on market-competitive data and are established as a percentage of eligible earnings (base salary earned during the MPIP period). Each year, the committee designates target levels for our named executive officers using the process described above in determining base salary (see "Executive Compensation—Grants of Plan-Based Awards During Fiscal 2008" for targets for each named executive officer). The committee also reviews target levels for all other participants at the vice president level and above, as well as all other incentive compensation for this group of executives.

        The MPIP Target Award is divided into a Business Performance Factor and an Individual Performance Factor. The MPIP Business Performance Factor is based upon the extent to which the company meets or exceeds an established threshold performance level of net earnings, which is the profit metric used for the corporate officers relative to the measurement of our consolidated profits, established by the committee at the beginning of the fiscal year based on the board-approved budget and input from management. The target awards for our chief executive officer and chief financial officer are exclusively based on the company's overall Business Performance Factor, and the other named executive officer awards are based in part on the company's overall Business Performance Factor. Based on the achievement of budgeted financial goals, 50% to 175% of the target awards can become available for payment.

        Financial goals for the chief executive officer and chief financial officer during fiscal 2008 were primarily based on consolidated budgeted net income of $49.8 million from continuing operations and also incorporated the results of the executive's performance against MBO targets, which are established at the beginning of the fiscal year and typically have a wide variety of additional financial targets (such

17

as sales growth, working capital management, return on equity, as well as other non-financial managerial goals). Targets in the Direct Selling segment included sales and EBIT, as well as MBO performance. Targets in the Multi-Channel segment included EBIT and MBOs, as well as an economic profit measure for certain of our business units, which was defined as EBIT minus inventories and receivables plus payables and accrued expenses multiplied by a pre-determined cost of capital. Profitability targets at the segment level are not being disclosed due to the risk of material competitive harm in doing so. The degree of difficulty in achieving each target in fiscal 2008 was determined to be at least as challenging as in the prior year primarily due to the number of independent sales consultants at PartyLite being lower than last year, as well as due to the effect of an anticipated challenging macroeconomic environment and higher commodity costs compared to the prior year.

        The MPIP Individual Performance Factor is granted based on the achievement of specific annual management objectives (MBOs). The nature and extent of each individual's major accomplishments and contributions are determined through written evaluations compiled by the chief executive officer, the Vice President—Organizational Development and others familiar with the individual's performance. The chief executive officer evaluates the information and makes appropriate recommendations to the committee, which then makes the final determination of management bonuses. Minimum thresholds for our Business Performance Factor are established annually and must be met for any Individual Performance Factor incentive compensation to be earned.

        After the completion of the fiscal year, based on the achievement of target financial goals and based on input from management about its assessment of each participant's individual performance during the year as described above, the committee determines how much, if any, of the participant's target award will be paid. The committee is under no obligation to pay the entire target award available in any given year. Similarly, the committee has the ability to adjust performance results upward or downward for extraordinary factors, as well as to grant discretionary bonuses in recognition of extraordinary performance.

        Our fiscal 2008 business performance varied by segment relative to the achievement of target objectives in the areas noted above. As a result, the formula-driven MPIP awards varied by participant. Each named executive officer has a portion of his or her bonus target, the percentage of which varies by executive, tied to our consolidated net earnings. For fiscal 2008, the committee approved upward adjustments for goodwill impairment charges and restructuring charges, as well as a state tax assessment on income taxes. In addition, the committee approved management's recommendation of adjusting downward our reported net earnings so as to exclude the positive impact of an APB 23 tax reversal from the restructuring of our European operations and a FIN 48 tax reversal related to a transfer pricing project, as well as a loan recovery, each of which have resulted in a substantial cash benefit for the company but are not considered when determining bonus payments. After giving effect to these adjustments to net income, target results were still exceeded and, correspondingly, a formula-driven multiple of the target bonus was approved for payment for each named executive officer except Mr. Goergen. After considering his annual incentive bonus formula, Blyth's net income results (excluding and including the aforementioned adjustments) and the achievement against his MBOs, which included financial goals such as sales growth, operating profit and return on equity, the committee used negative discretion and awarded Mr. Goergen a bonus of $1.0 million for fiscal 2008. Mr. Goergen advised the committee that he did not wish to receive an annual merit increase, and the committee complied with his request.

        Mr. Barghaus is judged on our consolidated net earnings goal and performance against his personal objectives (MBOs), which related to asset management, capital structure and regulatory compliance in fiscal 2008. Mr. Barghaus completed substantially all of his personal objectives and, in combination with the profit component achievement described above, received nearly the maximum payment available in his annual bonus plan. Mr. Barghaus received an annual merit increase in accordance with company guidelines.

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        Ms. Butler's annual target bonus in fiscal 2008 was based on financial results for PartyLite Worldwide, our consolidated net income and performance against her personal objectives, which included targets based on cash flow, inventory levels and leadership development of independent sales consultants. PartyLite Worldwide's budgeted profitability was exceeded in fiscal 2008 and, accordingly, a formula-driven accelerator was applied to Ms. Butler's annual target bonus. For the Blyth consolidated net income portion of Ms. Butler's target annual bonus, payment was made in accordance with the adjusted fiscal 2008 financial results as discussed above. As it relates to the personal objectives (MBO) component of Ms. Butler's target bonus, the minimum profit threshold required to be eligible to earn a portion of the MBO was reached. Ms. Butler completed substantially all of her personal objectives and received a formula-driven payout corresponding to the achievement of her personal objectives. Ms. Butler received an annual merit increase in accordance with company guidelines.

        Mr. Goergen, Jr.'s annual target bonus in fiscal 2008 was based on financial results for the Catalog & Internet and Wholesale segment business units, our consolidated net income and performance against his personal objectives. Within the Catalog & Internet segment and certain portions of the Wholesale segment, a minimum threshold of profitability was not achieved and, correspondingly, no payment was earned. In other businesses within the Wholesale segment, the budgeted profitability was achieved or substantially achieved, and Mr. Goergen, Jr.'s bonus payment reflected a formula-driven payout. Mr. Goergen, Jr. completed most of his personal objectives, which included revenue and profit targets, restructuring of certain operations and the implementation of enterprise resource planning systems. Correspondingly, his bonus payment reflected a formula-driven payout mirroring that of his profit achievement payout.

        The committee also considered Mr. Goergen, Jr.'s role in the restructuring of the North American wholesale operations and the sale of Blyth HomeScents International—North America. Given the unique circumstances surrounding the disposition of this business and Mr. Goergen, Jr.'s leadership role, the committee awarded him a discretionary bonus of $100,000.

        The committee also reviewed competitive salary data provided by the committee's outside compensation consultant. In order to ensure that his base salary is more competitive given his increased responsibilities with the Wholesale segment, Mr. Goergen, Jr.'s salary was increased by 6%, an amount in excess of our guidelines.

Long-Term Incentives

        Our Long-Term Incentive Plan ("LTIP") was established in 2003 under our Amended and Restated 2003 Omnibus Incentive Plan (the "2003 Plan"). The committee considers long-term incentive compensation to be an important means of ensuring management's ongoing focus on increasing our profitability, which should enhance the value of the common stock. In addition, the committee believes that this component of our compensation policy is a retention vehicle for key executives and directly aligns the interests of management with those of our stockholders.

        In December 2006, prior to the beginning of fiscal 2008, the compensation committee retained a consultant to evaluate the LTIP's competitiveness and structure and make recommendations for improvement. Following a comprehensive study that included peer group benchmarking, interviews with management and background on the company's goals and objectives, the committee approved a new plan based on recommendations from the consultant.

        In order to align further management's compensation with company performance, payment against target for the cycle beginning in fiscal 2008 is exclusively performance based, with an additional time-vesting function. Participants are judged against the business unit or market over which they exert the most influence. Since the committee and management intended to focus participants on near-term profit improvement given that several of our businesses are in turn-around situations, performance is measured over a one-year period. The awards vest in two annual installments based on the executive's

19

continued employment with the company. Payment, if earned, will be made in the form of Restricted Stock Units (50%) and Cash (50%).

        The 2007 LTIP grant formula has the following variables:

*

Each participant's Individual Incentive Target is calculated on a dollar basis, the total of which, if earned, is divided equally between cash and RSUs.

        The 2007 LTIP Individual Incentive Targets range from 40% to 85% of cycle start base salary. The committee generally awards long-term incentive grants annually at its Spring meeting, with the exception of awards to executives who may be hired or promoted in the course of the fiscal year, to whom the committee may grant awards during the year. Annual LTIP grants take into account the individual executive's performance, longer-term expected contributions and the importance of the position.

        The 2007 LTIP Business Performance Factor has two requirements:

        Requirement 1: EBIT achievement against budget for business units or, in the case of PartyLite, markets (i.e., sales territories by country), and net income achievement against budget for Blyth corporate participants. Fifty percent of the payout is awarded for minimum performance threshold, which is 80% of budget. The payout increases straight-line between 80% and 100%. Generally, up to 150% payout is awarded for achievement of above-target performance and will be paid on a straight-line approach from 101% to 120% for