SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEMS

                  Filed pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934 
                      and Rule 13a-17 or 15d-17 thereunder

                    ________________________________________

                               BLYTH HOLDINGS INC.

               989 East Hillsdale Boulevard, Foster City, CA 94404
         Issuer's telephone number, including area code: (415) 571-0222
                    ________________________________________

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:
     1.   Title of security 
          (a)  Common Stock, par value $0.01, issuable on conversion of
               debentures.
          (b)  Common Stock, par value $0.01, issuable upon exercise of
               warrants. 
     2.   Number of shares outstanding before the change -       9,804,838
(outstanding shares as of 5/31/96)
     3.   Number of shares outstanding after the change -        11,902,038
*(See Schedule A)
     4.   Effective date of change - June 4, 1996
     5.   Method of change:
          Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasure, etc.): Regulation
S Offering.
     Give brief description of transaction: Private placement offering of $7.35
million principal amount of convertible debentures and warrants to purchase
Common Stock.

II.  CHANGE IN NAME OF ISSUER

     Not applicable


Date: June 18, 1996                      /s/ MICHAEL J. MINOR             
                                   -----------------------------------------
                                   Michael J. Minor, Chief Executive Officer



BLYTH HOLDINGS INC.

FORM 10-C
June 4, 1996

                                   SCHEDULE A

COMMON STOCK SHARES COMPRISED OF:

(a)  137,200 shares of Common Stock issuable upon exercise of warrants.

(b)  1,960,000 shares of Common Stock issuable upon conversion of debentures
     calculated assuming a conversion price of $3.75, at this price only.  The
     number of shares of Common Stock issuable on conversion of the debentures
     varies with the price of the Company's Common Stock as follows:

     The principal and any accrued interest on the Debentures are generally
     convertible into Common Stock at a conversion price equal to the lesser of
     (i) $3.75 (the "Fixed Conversion Price"), or (ii) 85% of the average
     closing bid price of the Company's Common Stock for the five trading days
     immediately preceding the date of conversion. One-third of the Debentures
     may be converted at the option of the holder beginning forty-five (45) days
     following June 4, 1996, another one-third of such amount may be converted
     beginning 30 days thereafter and another one-third of such amount may be
     converted beginning an additional 30 days thereafter.  Any Debentures
     outstanding three years after June 4, 1996 will be automatically converted
     into Common Stock.  However, the holders of Debentures may, at their
     option, convert all of their Debentures beginning 45 days after June 4,
     1996 at a conversion price equal to the average closing bid price of the
     Company's Common Stock on the five trading days immediately prior to
     conversion.