8-K

                     SECURITIES AND EXCHANGE COMMISSION


                          WASHINGTON, D.C. 20549


                                 FORM 8-K


                              CURRENT REPORT


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

                             February 5, 1997


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               Date of Report (Date of earliest event reported)





                             BLYTH HOLDINGS INC.
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          (Exact name of Registrant as specified in its charter)


                                  Delaware
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                (State or other jurisdiction of incorporation)


             0-16449                                  94-3046892
- --------------------------------------  ----------------------------------------
      (Commission File No.)               (IRS Employer Identification Number)



                          989 East Hillsdale Boulevard
                             Foster City, CA  94404
                                 (415) 571-0222
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                    (Address of Principal Executive Offices)


                                Not Applicable
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         (Former name or former address, if changed since last report)



Item 5.        OTHER EVENTS
               ------------

     On February 5, 1997, Blyth Holdings, Inc. (the "Company") announced in a 
press release that Tim Negris, previously Executive Vice President of 
Marketing and Development, had become the Company's President and Chief 
Executive Officer and that Richard J. Hanschen, previously a member of the 
Board of Directors, had become Chairman of the Board. Mr. Negris has also 
been elected to the Board of Directors. Michael J. Minor has stepped down as 
CEO and Chairman and Stephen R. Lorentzen resigned his position as President 
and Chief Operating Officer.

     The Company has also hired Bob West as Vice President and General 
Manager of Communications and Pat McEntee as Vice President of Marketing.

     A copy of the press release issued by the Company is filed herewith as
Exhibit 99.1 and is incorporated by reference herein. 



Item 7.        FINANCIAL STATEMENTS AND EXHIBITS
               ---------------------------------

     (c)  EXHIBITS
          --------

          99.1 Press Release date February 5, 1997.


                                  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 hereunto duly authorized.  


                                       BLYTH HOLDINGS INC.



                                       By: /s/ TIMOTHY NEGRIS          
                                          -------------------------------
                                            Timothy Negris, President and
                                            Chief Executive Officer

                                       Dated:  February 7, 1997

EX-99.1

Exhibit 99.1

Wednesday February 5 6:14 PM EDT

BLYTH RETOOLS COMPANY FOR NEW OPPORTUNITIES

Tim Negris Leads New Team, Aggressive Marketing & Prepares New Products for
Market Launch

FOSTER CITY, Calif., Feb. 5/PRNewswire/-- BLYTH HOLDINGS INC, a supplier of
tools and components for rapidly creating and managing sophisticated
client/server and Web applications, announced today that Tim Negris, previously
Executive Vice President of Marketing and Development is President and CEO. 
Michael J. Minor steps down as CEO and Chairman, but will remain a strategic
advisor to the Company.  Stephen R. Lorentzen has resigned his post as President
and Chief Operating Officer.  Richard J. Hanschen returns to Chairman of the
Board.

Negris is leading the reinvention of Blyth and the restructuring of the OMNIS
product line.  OMNIS Web RAD which extends OMNIS applications to the Web has
been recently introduced and is gaining market acceptance.  Negris is also
preparing the Company for the upcoming launch of a new advanced edition of OMNIS
application development tools.

Negris has over 15 years of experience in software marketing.  Most recently, he
was Vice President, Sales and Marketing for IBM's multi-billion dollar Software
Solutions Division.  Prior to IBM, he was Vice President, Server Product
Marketing at Oracle Corporation and was one of the primary architects of
Oracle's highly successful market launch.

"I see a strong market opportunity for the OMNIS product line as companies want
to extend their client/server applications to include the Web as a platform,"
said Negris.  "OMNIS is the only tool provider I know that has a global
underground cult following of developers and whose members believe OMNIS breaks
the design barriers and is the best kept tool secret in the industry.  It's our
goal to let the secret out and bring the new OMNIS products to market in a big
way."

"We've laid the ground work for the next stage of company growth and market
penetration of our products," said Minor.  "I feel confident turning the
operations of the company over to Tim."

NEW KEY EXECUTIVES

New additions to the executive management team include Bob West who has joined
the company as Vice President and General Manager of Communications Industry and
Pat McEntee has become the new Vice President of Marketing.

West assumes a newly created position to focus on further increasing global
market expansion of OMNIS products in the telecommunications and Internet
arenas.



OMNIS application development tools are the foundation for mission-strategic
solutions for leading telecommunication vendors such as Nortel.  Most recently,
West spearheaded a five year integration enterprise project -- consolidating the
information system of three Bell Operating companies into one regional company,
US West.  He will bring his expertise to target new telecommunications customers
as they continue to build client/server applications and extend them to the
Internet.

McEntee is known for his aggressive marketing strategies and proven expertise in
promoting high-end development tools and Internet products and is well
positioned to lead the global marketing of the current and upcoming OMNIS
products.  McEntee has led successful marketing efforts at Oracle, Ikonic Inc.
and Interactive Digital Solutions, an AT&T/Silicon Graphics venture.

BLYTH SOFTWARE

Blyth Software is an international provider of software tools and consulting
servicers for rapidly creating sophisticated client/server and Web applications.
The Company provides tools and consulting services to support the full life
cycle of applications, including planning, design, development, implementation,
optimization and maintenance.  Blyth Software is headquartered in Foster City,
California, with international offices in England, Germany, The Netherlands,
Scandinavia and distributors throughout Europe, Asia Pacific and Latin America. 
Visit the Blyth web site at:  http://www.blyth.com.

NOTE: OMNIS is registered trademark.  All other products or service names
mentioned herein are trademarks of their respective owners.  SOURCE Blyth
Software.