##### Table of Contents



Form 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934

For The Quarter Ended           June 30, 2003

Commission file number           0-7024

The First Years Inc.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-2149581                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                   
|---------------------------------------------------
|One Kiddie Drive, Avon, Massachusetts 02322-1171   
|(Address of principal executive offices)
(Zip Code)

|                                                    
|----------------------------------------------------
|(508) 588-1220                                      
|(Registrants telephone number, including area code)

|                                                                                  
|----------------------------------------------------------------------------------
|n/a                                                                               
|(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 by check mark whether the Company is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).

Yes [ ].      No [X].

The number of shares of Registrants common stock outstanding on July 31,
2003 was 8,284,131.





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TABLE OF CONTENTS



|                                                                                      |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                
|CONDENSED CONSOLIDATED STATEMENTS OF INCOME                                          
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                 
|Managements Discussion and Analysis of Financial Condition and Results of Operations
|Quantitative and Qualitative Disclosure about Market Risk                            
|Controls and Procedures                                                              
|PART II  OTHER INFORMATION                                                          
|Submission of Matters to a Vote of Security Holders.                                 
|SIGNATURES                                                                           
|EXHIBIT INDEX                                                                        
|EX-31.1 SECT. 302 CERTIFICATION OF THE CEO                                           
|EX-31.2 SECT. 302 CERTIFICATION OF THE CFO                                           
|EX-32.1 SECT. 906 CERTIFICATION OF THE CEO                                           
|EX-32.2 SECT. 906 CERTIFICATION OF THE CFO                                           



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##### Table of Contents



THE FIRST YEARS INC.

INDEX

|                                                                                      |  |      
|------------------------------------------------------------------------------------- |  | -----
|                                                                                      |  | Page 
|                                                                                      |  |      
|PART I  FINANCIAL INFORMATION:                                                       |  |      
|Condensed Consolidated Balance Sheets                                                 |  | 1    
|Condensed Consolidated Statements of Income                                           |  | 2    
|Condensed Consolidated Statements of Cash Flows                                       |  | 3    
|Notes to Condensed Consolidated Financial Statements                                  |  | 4-6  
|Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 7-9  
|Quantitative and Qualitative Disclosures about Market Risk                            |  | 10   
|Controls and Procedures                                                               |  | 10   
|                                                                                     
|PART II  OTHER INFORMATION                                                           |  |      
|Submission of Matters to a Vote of Securityholders                                    |  |      
|Other Information                                                                     |  | 11-12
|SIGNATURES                                                                            |  | 13   
|EXHIBIT INDEX                                                                         |  | 18   





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##### Table of Contents



THE FIRST YEARS INC.




CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                    |                                       |   |                            |                                      |   |             |             |              |  |            |            | 
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | - | -------------------------- | ------------------------------------ | - | ----------- | ----------- | ------------ |  | ---------- | ---------- | 
|                                                                                                                    |                                       |   |                            |                                      |   | June 30,    |             | December 31,
|                                                                                                                    |                                       |   |                            |                                      |   | 2003        |             | 2002        
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   |                            |                                      |   | (Unaudited) |             |              |  |           
|ASSETS:                                                                                                             |                                       |   |                            |                                      |   |             |            
|                                                                                                                   
|CURRENT ASSETS:                                                                                                     |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    | Cash and cash equivalents             |   | $                          | 17,351,922                           |   |             | $           | 21,989,782   | 
|                                                                                                                    | Accounts receivable, net              |   |                            | 24,055,634                           |   |             |             | 21,995,564   | 
|                                                                                                                    | Inventories                           |   |                            | 17,940,900                           |   |             |             | 16,171,842   | 
|                                                                                                                    | Prepaid expenses and other assets     |   |                            | 903,130                              |   |             |             | 1,631,942    | 
|                                                                                                                    | Deferred tax assets                   |   |                            | 2,315,359                            |   |             |             | 2,196,400    | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   |                            | Total current assets                 |   |             | 62,566,945  |              |  |            | 63,985,530 | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|PROPERTY, PLANT, AND EQUIPMENT:                                                                                     |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    | Land                                  |   |                            | 167,266                              |   |             |             | 167,266      | 
|                                                                                                                    | Building and improvements             |   |                            | 6,726,072                            |   |             |             | 6,692,722    | 
|                                                                                                                    | Machinery and molds                   |   |                            | 9,988,480                            |   |             |             | 9,395,859    | 
|                                                                                                                    | Furniture and equipment               |   |                            | 8,746,246                            |   |             |             | 8,478,858    | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   |                            | Total                                |   |             | 25,628,064  |              |  |            | 24,734,705 | 
|                                                                                                                    | Less accumulated depreciation         |   |                            | 14,378,777                           |   |             |             | 12,968,335   | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   |                            | Property, plant, and equipment  net |   |             | 11,249,287  |              |  |            | 11,766,370 | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|TOTAL ASSETS                                                                                                        |                                       | $ | 73,816,232                 |                                      |   | $           | 75,751,900  |             
|                                                                                                                   
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                |                                       |   |                            |                                      |   |             |            
|                                                                                                                   
|CURRENT LIABILITIES:                                                                                                |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    | Accounts payable and accrued expenses |   | $                          | 10,488,095                           |   |             | $           | 15,259,792   | 
|                                                                                                                    | Accrued royalty expenses              |   |                            | 1,271,763                            |   |             |             | 1,361,836    | 
|                                                                                                                    | Accrued selling expenses              |   |                            | 1,912,199                            |   |             |             | 3,251,482    | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   |                            | Total current liabilities            |   |             | 13,672,057  |              |  |            | 19,873,110 | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|DEFERRED TAX LIABILITY                                                                                              |                                       |   | 1,277,573                  |                                      |   |             | 1,262,200   |             
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|STOCKHOLDERS EQUITY:                                                                                               |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    | Common stock                          |   |                            | 1,089,175                            |   |             |             | 1,081,846    | 
|                                                                                                                    | Paid-in-capital                       |   |                            | 10,540,872                           |   |             |             | 9,854,632    | 
|                                                                                                                    | Retained earnings                     |   |                            | 77,643,940                           |   |             |             | 73,804,237   | 
|Less treasury stock at cost, 2,607,620 and
2,599,420 shares as of June 30, 2003 and
December 31, 2002, respectively |                                       |   | (30,217,359                | )                                    |   |             | (30,124,125 | )           
|                                                                                                                    | Accumulated other comprehensive loss  |   |                            | (190,026                             | ) |             |             | 0            | 
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|                                                                                                                    |                                       |   | Total stockholders equity |                                      |   | 58,866,602  |             |              |  | 54,616,590 |           
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                          |                                       | $ | 73,816,232                 |                                      |   | $           | 75,751,900  |             
|                                                                                                                    |                                       |   |                            |                                      |   |             |             |             

See accompanying notes to condensed consolidated financial statements.

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THE FIRST YEARS INC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|-------------------------------------------- |  | ------------------ | ---------- | ---------------- |  | ---- | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                             |  | Three Months Ended |            | Six Months Ended
|                                             |  | June 30,           |            | June 30,        
|                                             |  |                    |            |                 
|                                             |  | 2003               |            | 2002             |  | 2003 |            | 2002
|                                             |  |                    |            |                  |  |      |            |     
|NET SALES                                    |  | $                  | 33,944,876 |                  |  | $    | 34,766,239 |      |  | $ | 67,831,580 |  |  | $ | 68,077,079 | 
|COST OF PRODUCTS SOLD                        |  |                    | 21,844,748 |                  |  |      | 22,395,526 |      |  |   | 43,517,698 |  |  |   | 44,077,657 | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|GROSS PROFIT                                 |  |                    | 12,100,128 |                  |  |      | 12,370,713 |      |  |   | 24,313,882 |  |  |   | 23,999,422 | 
|SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |  |                    | 8,977,173  |                  |  |      | 8,680,585  |      |  |   | 17,359,010 |  |  |   | 16,690,441 | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|OPERATING INCOME                             |  |                    | 3,122,955  |                  |  |      | 3,690,128  |      |  |   | 6,954,872  |  |  |   | 7,308,981  | 
|INTEREST INCOME                              |  |                    | 40,860     |                  |  |      | 18,305     |      |  |   | 93,601     |  |  |   | 41,532     | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|INCOME BEFORE INCOME TAXES                   |  |                    | 3,163,815  |                  |  |      | 3,708,433  |      |  |   | 7,048,473  |  |  |   | 7,350,513  | 
|PROVISION FOR INCOME TAXES                   |  |                    | 1,121,000  |                  |  |      | 1,520,400  |      |  |   | 2,713,700  |  |  |   | 3,013,700  | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|NET INCOME                                   |  | $                  | 2,042,815  |                  |  | $    | 2,188,033  |      |  | $ | 4,334,773  |  |  | $ | 4,336,813  | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|BASIC EARNINGS PER SHARE                     |  | $                  | 0.25       |                  |  | $    | 0.27       |      |  | $ | 0.53       |  |  | $ | 0.53       | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|DILUTED EARNINGS PER SHARE                   |  | $                  | 0.24       |                  |  | $    | 0.26       |      |  | $ | 0.52       |  |  | $ | 0.52       | 
|                                             |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 

See accompanying notes to condensed consolidated financial statements.

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THE FIRST YEARS INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Unaudited)

|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |            |           |            |            |  
|------------------------------------------------------ | ------------------------------------------------------------------------------ | ------------------------------------------------------- | ------------------------------------- | ---------------------------------------------------- | --------- | ---------- | ---------- | ---------- | --------- | ---------- | ---------- | -
|                                                       |                                                                                |                                                         |                                       |                                                      |           | 2003       |            | 2002      
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Cash Flows from Operating Activities:                  |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       | Net income                                                                     |                                                         | $                                     | 4,334,773                                            |           |            | $          | 4,336,813  |          
|                                                       | Adjustments to reconcile net income to net cash used for operating activities: |                                                         |                                       |                                                      |           |            |            |            |          
|                                                       |                                                                                | Depreciation                                            |                                       |                                                      | 1,410,443 |            |            |            | 1,226,833 |           
|                                                       |                                                                                | Provision for doubtful accounts (bad debt recoveries)   |                                       |                                                      | 90,649    |            |            |            | (5,765    | )         
|                                                       |                                                                                | Write-down of equipment                                 |                                       |                                                      | 0         |            |            |            | 685       |           
|                                                       |                                                                                | Increase (decrease) arising from working capital items: |                                       |                                                      |           |            |            |            |           |           
|                                                       |                                                                                |                                                         | Accounts receivable                   |                                                      |           | (2,150,719 | )          |            |           | (8,541,828 | )         
|                                                       |                                                                                |                                                         | Inventories                           |                                                      |           | (1,769,058 | )          |            |           | 1,868,523  |           
|                                                       |                                                                                |                                                         | Prepaid expenses and other assets     |                                                      |           | 801,512    |            |            |           | 796,946    |           
|                                                       |                                                                                |                                                         | Accounts payable and accrued expenses |                                                      |           | (5,065,309 | )          |            |           | (2,284,999 | )         
|                                                       |                                                                                |                                                         | Accrued royalty expense               |                                                      |           | (90,073    | )          |            |           | (539,485   | )         
|                                                       |                                                                                |                                                         | Accrued selling expenses              |                                                      |           | (1,339,283 | )          |            |           | (1,228,020 | )         
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       |                                                                                |                                                         |                                       | Net cash used by operating activities                |           |            | (3,777,065 | )          |           |            | (4,370,297 | )
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Cash Flows from Investing Activities:                  |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       | Expenditures for property, plant, and equipment                                |                                                         |                                       | (893,360                                             | )         |            |            | (2,875,582 | )        
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Cash Flows from Financing Activities:                  |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       | Cash dividend                                                                  |                                                         |                                       | (495,070                                             | )         |            |            | (819,983   | )        
|                                                       | Common stock issued under stock option plans                                   |                                                         |                                       | 620,869                                              |           |            |            | 195,633    |          
|                                                       | Purchase of treasury stock                                                     |                                                         |                                       | (93,234                                              | )         |            |            | (21,907    | )        
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       |                                                                                |                                                         |                                       | Net cash provided by (used for) financing activities |           |            | 32,565     |            |           |            | (646,257   | )
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Decrease in Cash and Cash Equivalents                  |                                                                                |                                                         | (4,637,860                            | )                                                    |           |            | (7,892,136 | )         
|Cash and Cash Equivalents, Beginning of Year           |                                                                                |                                                         | 21,989,782                            |                                                      |           |            | 13,310,004 |           
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Cash and Cash Equivalents, End of Period               |                                                                                | $                                                       | 17,351,922                            |                                                      |           | $          | 5,417,868  |           
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Supplemental Disclosures of Cash Flow Information      |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       | Cash paid for:                                                                 |                                                         |                                       |                                                      |           |            |            |            |          
|                                                       |                                                                                |                                                         |                                       | Interest                                             |           | $          | 0          |            |           | $          | 0          |  
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       |                                                                                |                                                         |                                       | Income taxes                                         |           | $          | 3,098,627  |            |           | $          | 2,002,147  |  
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|Supplemental Schedule of Noncash Financing Activities: |                                                                                |                                                         |                                       |                                                      |           |            |            |           
|                                                       | Treasury stock transactions                                                    |                                                         | $                                     | 0                                                    |           |            | $          | 266,063    |          
|                                                       |                                                                                |                                                         |                                       |                                                      |           |            |            |           

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents



THE FIRST YEARS INC.




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation Amounts in the accompanying balance sheet as
of December 31, 2002 are condensed from the Companys audited balance sheet as
of that date. All other condensed financial statements are unaudited but, in
the opinion of the Company, contain all normal recurring adjustments necessary
to present fairly the financial position as of June 30, 2003 and the results of
operations and cash flows for the periods ended June 30, 2003 and 2002. Certain
reclassifications were made to prior year amounts in order to conform to the
current year presentation. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The results of operations for the six-month period ended June 30, 2003 are not
necessarily indicative of the results to be expected for the full year.

Stock-Based Compensation Pursuant to Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the
Company applies the recognition and measurement principles of Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, to its stock options and other stock-based compensation plans.

In accordance with APB No. 25, compensation cost for stock options is
recognized in income based on the excess, if any, of the quoted market price of
the stock at the grant date of the award or other measurement date over the
amount an employee must pay to acquire the stock. Generally, the exercise price
for stock options granted to employees equals or exceeds the fair market value
of the Companys common stock at the date of grant, thereby resulting in no
recognition of compensation expense by the Company.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of SFAS
No. 123 to stock-based employee compensation. The estimated fair value of each
of the Companys options is calculated using the Binomial option-pricing model.

|                                                                                                     |  |                    |           |      |  |   |           |  
|---------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  | - | --------- | -
|                                                                                                     |  | Three Months Ended
|                                                                                                     |  | June 30,          
|                                                                                                     |  |                   
|                                                                                                     |  | 2003               |           | 2002
|                                                                                                     |  |                    |           |     
|Net Income  as reported                                                                             |  | $                  | 2,042,815 |      |  | $ | 2,188,033 |  
|Less: Stock-based employee compensation expense
determined under fair value based method, net of tax |  |                    | (483,645  | )    |  |   | (359,069  | )
|                                                                                                     |  |                    |           |      |  |   |           |  
|Net income  pro forma                                                                               |  | $                  | 1,559,170 |      |  | $ | 1,828,964 |  
|                                                                                                     |  |                    |           |      |  |   |           |  
|Earnings per share                                                                                   |  |                    |           |      |  |   |           |  
|Basic  as reported                                                                                  |  | $                  | 0.25      |      |  | $ | 0.27      |  
|Basic  pro forma                                                                                    |  | $                  | 0.19      |      |  | $ | 0.22      |  
|Diluted  as reported                                                                                |  | $                  | 0.24      |      |  | $ | 0.26      |  
|Diluted  pro forma                                                                                  |  | $                  | 0.18      |      |  | $ | 0.22      |  

|                                                                                                     |  |                  |           |      |  |   |           |  
|---------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | ---- |  | - | --------- | -
|                                                                                                     |  | Six Months Ended
|                                                                                                     |  | June 30,        
|                                                                                                     |  |                 
|                                                                                                     |  | 2003             |           | 2002
|                                                                                                     |  |                  |           |     
|Net Income  as reported                                                                             |  | $                | 4,334,773 |      |  | $ | 4,336,813 |  
|Less: Stock-based employee compensation expense
determined under fair value based method, net of tax |  |                  | (763,431  | )    |  |   | (703,840  | )
|                                                                                                     |  |                  |           |      |  |   |           |  
|Net income  pro forma                                                                               |  | $                | 3,571,342 |      |  | $ | 3,632,973 |  
|                                                                                                     |  |                  |           |      |  |   |           |  
|Earnings per share                                                                                   |  |                  |           |      |  |   |           |  
|Basic  as reported                                                                                  |  | $                | 0.53      |      |  | $ | 0.53      |  
|Basic  pro forma                                                                                    |  | $                | 0.43      |      |  | $ | 0.44      |  
|Diluted  as reported                                                                                |  | $                | 0.52      |      |  | $ | 0.52      |  
|Diluted  pro forma                                                                                  |  | $                | 0.43      |      |  | $ | 0.43      |  

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##### Table of Contents



2.     Common Stock- The Company has 50,000,000 authorized shares of $.10
par value common stock with 10,891,751 and 10,818,464 shares issued and
8,284,131 and 8,219,044 shares outstanding as of June 30, 2003 and
December 31, 2002, respectively.

On May 15, 2003, the Board of Directors authorized a $0.24 per share
annual cash dividend, which will be paid on a quarterly basis. A quarterly
dividend payment was made on June 15, 2003 to holders of record at the
close of business on May 30, 2003.

3.     Earnings Per Share- Computation of earnings per share (EPS) is as
follows:

|                                            |  |                    |           |      |  |   |           | 
|------------------------------------------- |  | ------------------ | --------- | ---- |  | - | --------- | 
|                                            |  | Three Months Ended
|                                            |  | June 30,          
|                                            |  |                   
|                                            |  | 2003               |           | 2002
|                                            |  |                    |           |     
|Weighted Average Shares Outstanding         |  |                    | 8,242,217 |      |  |   | 8,198,118 | 
|Effect of Dilutive Shares                   |  |                    | 190,245   |      |  |   | 199,648   | 
|                                            |  |                    |           |      |  |   |           | 
|Weighted Average Diluted Shares Outstanding |  |                    | 8,432,462 |      |  |   | 8,397,766 | 
|                                            |  |                    |           |      |  |   |           | 
|Net Income                                  |  | $                  | 2,042,815 |      |  | $ | 2,188,033 | 
|                                            |  |                    |           |      |  |   |           | 
|Basic Earnings Per Share                    |  | $                  | 0.25      |      |  | $ | 0.27      | 
|                                            |  |                    |           |      |  |   |           | 
|Diluted Earnings Per Share                  |  | $                  | 0.24      |      |  | $ | 0.26      | 
|                                            |  |                    |           |      |  |   |           | 

|                                            |  |                  |           |      |  |   |           | 
|------------------------------------------- |  | ---------------- | --------- | ---- |  | - | --------- | 
|                                            |  | Six Months Ended
|                                            |  | June 30,        
|                                            |  |                 
|                                            |  | 2003             |           | 2002
|                                            |  |                  |           |     
|Weighted Average Shares Outstanding         |  |                  | 8,230,856 |      |  |   | 8,187,866 | 
|Effect of Dilutive Shares                   |  |                  | 143,959   |      |  |   | 231,732   | 
|                                            |  |                  |           |      |  |   |           | 
|Weighted Average Diluted Shares Outstanding |  |                  | 8,374,815 |      |  |   | 8,419,598 | 
|                                            |  |                  |           |      |  |   |           | 
|Net Income                                  |  | $                | 4,334,773 |      |  | $ | 4,336,813 | 
|                                            |  |                  |           |      |  |   |           | 
|Basic Earnings Per Share                    |  | $                | 0.53      |      |  | $ | 0.53      | 
|                                            |  |                  |           |      |  |   |           | 
|Diluted Earnings Per Share                  |  | $                | 0.52      |      |  | $ | 0.52      | 
|                                            |  |                  |           |      |  |   |           | 

Options to purchase 576,389 shares of common stock for the three months ended
June 30, 2003 and options to purchase 698,941 shares of common stock for the
six months ended June 30, 2003 were not included in the computation of diluted
EPS because the exercise prices of those options were greater than the average
market price of the Companys common stock. Options to purchase 655,055 shares
of common stock for the three months ended June 30, 2002 and options to
purchase 635,514 shares of common stock for the six months ended June 30, 2002
were not included in the computation of diluted EPS because the exercise prices
of those options were greater than the average market price of the Companys
common stock.

4.     Derivative Instruments The Company uses derivative financial
instruments in the form of foreign currency forward exchange contracts to
manage foreign currency risks on future cash flows emanating from sales
denominated in foreign currencies and the receipt of cash from such
transactions. It is the Companys policy to execute such instruments with
creditworthy banks and not to enter into derivative financial instruments for
speculative purposes.

Currency contracts are designated as, and are highly effective as, hedges of
anticipated sales in specific currencies. Prior to an anticipated transaction
closing, the gain or loss on the forward exchange contract is accumulated in
other comprehensive income, and reclassified against revenue when the hedged
transaction is recorded. Subsequent changes in the value of the contract are
recorded in the income statement, generally as an offset to gains or losses on
the receivables generated by the sales transactions.

All foreign currency forward exchange contracts are denominated in currencies
of major industrial countries. During the first six months ended June 30, 2003,
the Company entered into forward contracts maturing at various dates through
the end of 2003 to sell the equivalent of approximately $10,713,000 in foreign
currencies, the Euro, the British Pound, and the Canadian Dollar, at contracted
rates. During the three and six month periods ended June 30, 2003, the Company
recorded an unrealized loss of $159,461 and $278,157, net of tax, respectively,
in other comprehensive loss for the change in the fair value of these
contracts. This loss will be recognized in earnings as the hedged instruments
affect net income during 2003.

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##### Table of Contents



During the three and six month periods ended June 30, 2003, the Company
reclassified $49,097 and $88,131, net of tax, into results of operations.
During 2002 the Company did not designate the forward exchange contracts it
entered into as hedges for accounting purposes.

5.     Comprehensive Income Comprehensive income for the three and six
months ended June 30, 2003 and 2002 is as follows:

|                                      |                                                 |   |                    |          |      |   |           |   | 
|------------------------------------- | ----------------------------------------------- | - | ------------------ | -------- | ---- | - | --------- | - | 
|                                      |                                                 |   | Three Months Ended
|                                      |                                                 |   | June 30,          
|                                      |                                                 |   |                   
|                                      |                                                 |   | 2003               |          | 2002
|                                      |                                                 |   |                    |          |     
|Net Income                            |                                                 | $ | 2,042,815          |          |      | $ | 2,188,033 |  
|Other comprehensive loss, net of tax: |                                                 |   |                    |          |      |   |           |  
|                                      | Change in fair value of cash flow hedges        |   |                    | (159,461 | )    |   |           |  | 
|                                      | Amounts reclassified into results of operations |   |                    | 49,097   |      |   |           |  | 
|                                      |                                                 |   |                    |          |      |   |           |  
|Comprehensive Income                  |                                                 | $ | 1,932,451          |          |      | $ | 2,188,033 |  
|                                      |                                                 |   |                    |          |      |   |           |  

|                                      |                                                 |   |                  |          |      |   |           |   | 
|------------------------------------- | ----------------------------------------------- | - | ---------------- | -------- | ---- | - | --------- | - | 
|                                      |                                                 |   | Six Months Ended
|                                      |                                                 |   | June 30,        
|                                      |                                                 |   |                 
|                                      |                                                 |   | 2003             |          | 2002
|                                      |                                                 |   |                  |          |     
|Net Income                            |                                                 | $ | 4,334,773        |          |      | $ | 4,336,813 |  
|Other comprehensive loss, net of tax: |                                                 |   |                  |          |      |   |           |  
|                                      | Change in fair value of cash flow hedges        |   |                  | (278,157 | )    |   |           |  | 
|                                      | Amounts reclassified into results of operations |   |                  | 88,131   |      |   |           |  | 
|                                      |                                                 |   |                  |          |      |   |           |  
|Comprehensive Income                  |                                                 | $ | 4,144,747        |          |      | $ | 4,336,813 |  
|                                      |                                                 |   |                  |          |      |   |           |  

6.     Borrowings & Line of Credit During the first six months of 2003 and
2002, the Company did not borrow against its $10,000,000 unsecured line of
credit established with a bank.

7.     New Accounting Pronouncements In July 2002, FASB issued SFAS No.
146, Accounting For Costs Associated with Exit or Disposal Activities. The
statement requires costs associated with exit or disposal activities to be
recognized when they are incurred rather than at the date of a commitment to an
exit or disposal plan. The requirements of SFAS No. 146 are effective for exit
or disposal activities initiated after January 1, 2003. The Company has not
initiated any restructuring activity subsequent to January 1, 2003.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS No.
123, which provides optional transition guidance for those companies electing
to voluntarily adopt the accounting provisions of SFAS No. 123. In addition,
the statement mandates certain new disclosures that are incremental to those
required by SFAS No. 123. We will continue to account for stock-based
compensation in accordance with APB No. 25. As such, we do not expect this
standard to have a material impact on our consolidated financial position or
results of operations. We have adopted the disclosure-only provisions of SFAS
No. 148 for the six months ended June 30, 2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation for
Variable Interest Entities, an Interpretation of ARB No. 51 which requires all
variable interest entities (VIEs) to be consolidated by the primary
beneficiary. The primary beneficiary is
the entity that holds the majority of the beneficial interest in the VIE. In
addition, the interpretation expands the disclosure requirements for both
variable interest entities that are consolidated as well as VIEs of which the
entity is the holder of a significant amount of beneficial interests, but not
the majority. FIN 46 is effective for all new VIEs created or acquired after
January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after June 15, 2003. We are not currently involved in any special
purpose entities and do not anticipate that the effect of adopting this
interpretation will be material to our consolidated statements of income,
consolidated financial position or results of operations.

9. Concentrations & Export Sales The Company derives sales from
products carrying The First Years brand as well as products sold under
licensing agreements. During the first six months of 2003 and 2002, net sales
of The First Years brand products were approximately $46,648,000 and
$48,136,000, respectively, while net sales derived from license and specialty
products amounted to approximately $21,184,000 and $19,941,000 in the first six
months of 2003 and 2002, respectively. Net export sales, primarily to Europe,
Canada, South America, and the Pacific Rim, were approximately $9,803,000 and
$8,529,000 during the first six months of 2003 and 2002, respectively.

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THE FIRST YEARS INC.

Part I, Item 2.




Managements Discussion and Analysis of Financial Condition and Results of
Operations

Statements in this Quarterly Report on Form 10-Q that are not strictly
historical are forward looking statements, as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
typically identified by the words: believe, expect, anticipate, intend, are
confident, estimate and similar expressions, which by their nature refer to
future events. Actual future results may differ materially from those
anticipated depending on a variety of factors which include, but are not
limited to, trends in sales of The First Years Brand® and licensed products
including the effect of reduced economic activity, continued success of new
Disney character refreshed graphics, continued maintenance of favorable license
arrangements, continued success of market research identifying new product
opportunities, successful introduction of new products, continued product
innovation, the success of new enhancements to the Companys brand image,
growth in domestic and international sales, ability to attract and retain key
personnel, sales and earnings results, and general economic conditions
affecting consumer spending, including uncertainties relating to global
political conditions, such as terrorism and the conflict with Iraq. Information
with respect to risk factors is contained in the Companys most recent Annual
Report on Form 10-K as filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company does not intend
to update any of the forward looking statements after the date of this Report
to conform these statements to actual results or changes in our expectations,
except as required by law.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues, expenses and related notes. Some of these
estimates require difficult, subjective and/or complex judgments about matters
that are inherently uncertain, and, as a result, actual results may differ from
those estimates. Due to the judgment and estimation involved, the following
summarized accounting policies and their application are considered to be
critical to understanding the business operations, financial condition, and
results of operations of The First Years Inc.

Revenue Recognition In accordance with Staff Accounting Bulletin No.
101, we recognize revenue when products are shipped or delivered and
substantial risks of ownership transfer to the customer, a firm sales agreement
is in place, and collectibility of the fixed or determinable sales price is
reasonably assured. Common to our industry, customers may be authorized to
return selected products and we reduce sales and accounts receivable for actual
returns and estimate future returns based on historical trends and information
available to us, including the pattern of returns immediately following the
reporting period. We also maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required
payments. If the financial condition of our customers deteriorates, resulting
in an impairment of their ability to make payments, additional allowances may
be required.

Inventories Inventories, consisting of finished goods, unpackaged
components, and supplies, are stated at the lower of cost or market with cost
determined using the first-in, first-out method. We make certain obsolescence
and other assumptions to adjust inventory based on historical experience and
current information. We write down inventory for estimated obsolete or
unmarketable inventory equal to the difference between the costs of inventory
and estimated market value, based upon assumptions about future demand and
market conditions. In the event of a write down of inventory, we also review
molds associated with those products to determine whether there has been a
significant impairment to the carrying value of the asset. If the carrying
value of these assets is considered not to be recoverable, such assets are
written down as appropriate. These assumptions, although consistently applied,
can have a significant impact on current and future operating results and
financial position.

Sales Incentives Sales incentives offered to customers to promote the
sales of our products include costs related to cooperative advertising
programs, promotions, slotting fees or buydowns, and certain rebates. In
determining these costs, we reflect activity and make estimates of certain
costs of promotional activity based on historical arrangements and information
available to us. Costs associated with sales incentives are reflected as a
reduction of revenue when recognized.

-7-



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##### Table of Contents



A.     Results of Operations  Second Quarter of 2003 Compared with Second Quarter
of 2002

Net income for the second quarter of 2003 was $2.0 million or $0.24 per
diluted share, compared with $2.2 million or $0.26 per diluted share in 2002.
Net sales for the second quarter of 2003 were $33.9 million, compared with
$34.8 million in the comparable period in 2002. Net sales for the quarter ended
June 30, 2003 decreased by 2% over the prior year comparable period due to a
weak economic climate, inventory reductions by certain retailers, and declines
at some domestic mid-tier accounts. These decreases were partially offset by
continued sales growth in our international accounts. Net sales of The First
Years brand products decreased, offset by increased license & specialty sales
due to successful new product introductions.

Cost of products sold in the second quarter of 2003 was $21.8 million, a
decrease of $0.6 million from the comparable period in 2002. As a percentage of
sales, cost of products sold was 64% for the second quarter of 2003 and 2002.

Selling, general, and administrative expenses for the second quarter of
2003 were $9.0 million, an increase of $0.3 million from the comparable period
in 2002. The increase is primarily attributable to increases in insurance, product
development, and proxy-related expenses. As a percentage of net sales, selling,
general, and administrative expenses for the second quarter of 2003 increased
to 26% from 25% in the comparable period of 2002.

In accordance with generally accepted accounting principles, the Company
provides for income taxes on an interim basis using its estimated effective
income tax rate. The effective tax rate was 35.4% in the second quarter of 2003
versus 41.0% in the second quarter of 2002. This lower rate reflects the
benefit of the full year impact of 2003 tax rate initiatives.

B.     Results of Operations  First Half of 2003 Compared with First Half of
2002

Net income for the first six months of 2003 and 2002 was $4.3 million or
$0.52 per diluted share. Net sales for the first six months of 2003 were $67.8
million, compared with $68.1 million in the comparable period in 2002. The
decrease in net sales was due primarily to a decrease in The First Years brand
sales, partially offset by an increase in licensed and specialty sales for the
six-month period.

Cost of products sold for the first six months of 2002 was $43.5 million,
a decrease of $0.6 million from the comparable period in 2002. As a percentage
of net sales, cost of products sold for the first six months of 2003 decreased
to 64% from 65% in the comparable period of 2002, principally due to product
mix and planned product cost savings.

Selling, general, and administrative expenses for the first six months of
2003 were $17.4 million, an increase of $0.7 million from the comparable period
in 2002. The increase is primarily attributable to increases in product
development, insurance and proxy-related expenses, which were partially offset
by decreased packaging costs. As a percentage of net sales, selling, general,
and administrative expenses for the first six months of 2003 increased to 26%
from 25% in the comparable period of 2002.

In accordance with generally accepted accounting principles, we provide
for income taxes on an interim basis using our estimated effective income tax
rate. The effective tax rate was 38.5% in the first six months of 2003 compared
with 41.0% in the comparable period in 2002. This lower rate reflects the
benefit of the full year impact of 2003 tax rate initiatives.

C.     Financial Condition

Consolidated assets of $73.8 million at June 30, 2003 were $1.9 million
lower than at December 31, 2002.

Our cash and cash equivalents decreased to $17.4 million at June 30, 2003,
from $22.0 million at December 31, 2002. The decrease resulted primarily from
$3.8 million and $0.9 million used in operating and investing activities,
respectively, offset by $0.03 million provided by financing activities.

Net cash of $3.8 million used for operating activities consisted primarily
of $5.8 million from net income adjusted for non-cash items, offset by $9.6
million used in working capital and other activities. Net cash used in working
capital and other activities resulted primarily from an increase in accounts
receivable and inventories along with decreases in accounts payable and
accrued expenses, and accrued royalty and selling expenses, which were
partially offset by decreases in prepaid expenses and other assets. Days sales

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##### Table of Contents



outstanding were 62 for the first six months of 2003 and 53 for the year ended
December 31, 2002. The increase in days sales outstanding is primarily
attributable to an increase in net sales for the quarter ended June 30, 2003 as
compared to the quarter ended December 31, 2002. Inventory turns were 2.6 for
the first six months of 2003 and 2.3 for the comparable period in 2002.

Net cash of $0.9 million used in investing activities resulted from
capital expenditures. Capital expenditures in 2003 consisted primarily of
additions to machinery and new production molds.

Net cash of $0.03 million was provided by financing activities consisting
of proceeds on the issuance of common stock under our stock option plans, which
was partially offset by the payment of dividends and treasury stock purchases.

Estimated uses of cash in the balance of 2003 include capital expenditures
for machinery and molds and equipment of approximately $3  4 million. We
expect to fund expenditures for capital requirements as well as liquidity needs
from available cash balances and internally generated funds. We have an
unsecured line of credit of $10 million, which is subject to annual renewal at
the option of the bank. Any amounts outstanding under the line are payable upon
demand by the bank. For the quarter ended June 30, 2003 we had no borrowings
under the line of credit and as of December 31, 2002 there were no balances
outstanding.

Recent Accounting Pronouncements

In July 2002, FASB issued SFAS No. 146, Accounting For Costs Associated
with Exit or Disposal Activities. The statement requires costs associated with
exit or disposal activities to be recognized when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The requirements of
SFAS No. 146 are effective for exit or disposal activities initiated after
January 1, 2003. We have not initiated any restructuring activity subsequent to
January 1, 2003.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS No.
123, which provides optional transition guidance for those companies electing
to voluntarily adopt the accounting provisions of SFAS No. 123. In addition,
the statement mandates certain new disclosures that are incremental to those
required by SFAS No. 123. We will continue to account for stock-based
compensation in accordance with APB No. 25. As such,
we do not expect this standard to have a material impact on our consolidated
financial position or results of operations. We have adopted the
disclosure-only provisions of SFAS No. 148 for the six months ended June 30,
2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation for
Variable Interest Entities, an Interpretation of ARB No. 51 which requires all
variable interest entities (VIEs) to be consolidated by the primary
beneficiary. The primary beneficiary is the entity that holds the majority of
the beneficial interest in the VIE. In addition, the interpretation expands the
disclosure requirements for both variable interest entities that are
consolidated as well as VIEs of which the entity is the holder of a significant
amount of beneficial interests, but not the majority. FIN 46 is effective for
all new VIEs created or acquired after January 31, 2003. For VIEs created or
acquired prior to February 1, 2003, the provisions of FIN 46 must be applied
for the first interim or annual period beginning after June 15, 2003. We are
not currently involved in any special purpose entities and do not anticipate
that the effect of adopting this interpretation will be material to our
consolidated statements of income, consolidated financial position or results
of operations.

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##### Table of Contents



Part I, Item 3.




Quantitative and Qualitative Disclosure about Market Risk

We are exposed to certain market risks, which include changes in United
States and international interest rates as well as changes in currency exchange
rates as measured against the United States dollar and each other. We attempt
to reduce material risks by using foreign currency forward exchange contracts
and managing our working capital to minimize currency and interest rate
exposure.

Foreign Currency Market Risk

Our international operations are subject to certain opportunities and
risks, including currency fluctuations. In the quarter ended June 30, 2003, our
international sales accounted for 15% of total net sales. The value of the
United States dollar affects our financial results, and changes in exchange
rates may affect our revenues, gross margins, operating expenses, and retained
earnings as expressed in United States dollars. At times, we use forward
exchange contracts to hedge cash flows arising from sales denominated in
foreign currencies to limit the impact of currency fluctuations. Principal
currencies hedged include the Euro, the British Pound, and the Canadian Dollar.
We also attempt to minimize currency exposure risk through working capital
management. At June 30, 2003, we held foreign currency contracts with a bank
whereby we are committed to deliver foreign currency at predetermined rates.
The contacts expire within one year. Based upon a sensitivity analysis, a 10%
deterioration in foreign exchange rates would cause the fair value of the
Companys financial instruments to decrease by approximately $0.5 million at
June 30, 2003. Our future commitment under these contracts totaled
approximately $4.8 million as of June 30, 2003. See also Note 4 of the
accompanying notes to our condensed consolidated financial statements for a
further description of these foreign currency contracts.

Interest Rate Risks

Changes in interest rates affect interest income earned on the Companys
cash equivalents and short-term investments, composed primarily of U.S.
treasury obligations and short-term money market instruments. We do not attempt
to reduce or eliminate our market exposure to changes in interest rates in the
U.S. or in international operations.

Also see the Companys disclosure regarding Market Risk in Item 7A of its
Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as
filed with the SEC.

Part I, Item 4.




Controls and Procedures



|(a) |  | As of the end of the period covered by this quarterly report on Form
10-Q, an evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the
design and the operation of our disclosure controls and procedures. Based
on that evaluation, our CEO and CFO have concluded that our disclosure
controls and procedures are designed to ensure that information required
to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and are
operating in an efficient manner.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | There were no changes in our internal control over financial reporting,
identified in connection with the evaluation of such internal control that
occurred during our last fiscal quarter, that have materially affected, or
are reasonably likely to materially affect, our internal control over
financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                              

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##### Table of Contents



THE FIRST YEARS INC.




PART II  OTHER INFORMATION

Item 1: Legal Proceedings

We are not involved in any legal proceedings that are material to our
business or financial condition.

Item 2: Changes in Securities and Use of Proceeds

Not Applicable

Item 3: Defaults Upon Senior
Securities

Not Applicable




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



|(a) |  | An Annual Meeting of the Stockholders of The First Years Inc. was held
on May 15, 2003. *                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | The following matters were voted upon at such Annual Meeting and the
following votes were cast as to each such matter: **



| | i. |  | Election of Class II Directors:
| | -- |  | -------------------------------

|                  |  |                        |           |          |  |  |        | 
|----------------- |  | ---------------------- | --------- | -------- |  |  | ------ | 
|                  |  | Number of Shares/Votes
|                  |  |                       
|                  |  | For                    |           | Withhold
|                  |  |                        |           |         
|Evelyn Sidman     |  |                        | 3,457,779 |          |  |  | 64,600 | 
|Walker J. Wallace |  |                        | 3,501,479 |          |  |  | 20,900 | 
|Lewis M. Weston   |  |                        | 3,470,079 |          |  |  | 52,300 | 



| | ii. |  | Proposal to ratify the selection of Deloitte & Touche LLP as
auditors for the Company for the fiscal year 2003.
| | --- |  | ---------------------------------------------------------------------------------------------------------------

|        |  |  |                  | 
|------- |  |  | ---------------- | 
|        |  |  | Number of Shares
|        |  |  |                 
|For     |  |  | 3,521,979        | 
|Against |  |  | 400              | 
|Abstain |  |  | 0                | 



---

|*  |  | The May 15, 2003 Annual Meeting of Shareholders was adjourned to May 29,
2003 in order to ascertain the voting results. The results reported above
represent votes cast as of May 15, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | After the Companys deadlines under its Bylaws for submitting director
nominations and shareholder proposals had passed, shareholder Phillip Goldstein
submitted a nomination for a director and a shareholder proposal requesting
that The First Years Inc.s Board of Directors dismantle the Companys
Shareholder Rights Plan. Mr. Goldstein also sought ratification of Deloitte &
Touche as the Companys auditors on his proxy card. Given that Mr.
Goldsteins nomination and proposal were not timely submitted, the votes cast
on his proxy card were counted for quorum purposes only. Based solely on the
Companys review of the ADP tabulations and proxy cards that were submitted by
Mr. Goldsteins representatives at the May 15, 2003 Annual Meeting, the votes
returned on Mr. Goldsteins (1) director nomination were 2,565,817 for and
613,188 withheld; (2) request for ratification of Deloitte and Touche were
3,151,305 for, 24,721 against and 2,979 abstain, and (3) proposal to dismantle
the Shareholder Rights Plan were 3,175,396 for, 3,050 against and 559 abstain.

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Following the Annual Meeting, the Board of Directors consists of:

Ronald Sidman, Benjamin Peltz, Evelyn Sidman, Lewis M. Weston, Walker
J. Wallace, Fred T. Page, Kenneth R. Sidman, Beth J. Kaplan and Richard
E. Wenz.

Item 5: Not Applicable

Item 6: Exhibits and Reports
on Form 8-K

(a)  Exhibits  The following exhibits are filed as part of this Report:

|     |  |                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Companys
Registration Statement on Form S-1on October 5, 1995 (File No. 33-62673) and incorporated herein
by reference.                                   
|    
|3.2  |  | By-laws of the Company. Filed as Exhibit (3)(ii) to the Companys annual report on Form 10-K for
the period ended December 31, 1999and incorporated herein by reference.                                                                 
|    
|4.1  |  | Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the
Companys Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by
reference.                                       
|    
|4.2  |  | Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company,
N.A. Filed as Exhibit 4.1 to the Companys Registration Statement on Form 8-A on November 20,2001
and incorporated herein by reference.
|    
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      
|    
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      
|    
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.                                                                                                              
|    
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350.                                                                                                              



|(b) |  | Reports on Form 8-K:                                                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------
|   
|   
|    |  | During the second quarter of 2003, the Company furnished reports on Form
8-K on May 1, May 16, and July 25, 2003.
|   
|    |  | Item 9. Other Items: Press releases issued by the Company on May 1, May 16, and
July 25, 2003.                       

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THE FIRST YEARS INC.




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.

|             |  |                                                                                                                                   
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|             |  | THE FIRST YEARS INC.
Registrant                                                                                                   
|            
|Date 8/14/03 |  |                                                                                                                                   
|            
|             |  | By: /s/ John R. BealsJohn R. Beals,
Senior Vice President and Treasurer,
(Duly Authorized Officer and Principal Financial Officer)

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THE FIRST YEARS INC.




EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                           |  |      |  | 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | 
|Exhibit |  | Description                                                                                                                                                                                                                               |  | Page
|        |  |                                                                                                                                                                                                                                           |  |     
|3.1     |  | Restated Articles of Organization of the Company. Filed as
Exhibit 3.1 to the Companys Registration Statement on Form
S-1 on October 5, 1995 (File No. 33-62673) and incorporated
herein by reference.                                  
|       
|3.2     |  | By-laws of the Company. Filed as Exhibit (3)(ii) to the
Companys annual report on Form 10-K for the period ended
December 31, 1999 and incorporated herein by reference.                                                                
|       
|4.1     |  | Specimen certificate for shares of Common Stock of the
Company. Filed as Exhibit 4.1 to the Companys Registration
Statement on Form S-1(File No. 33-62673) and incorporated
herein by reference.                                        
|       
|4.2     |  | Rights Agreement, dated as o November 19, 2001, between the
Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1
to the Companys Registration Statement on Form 8-A on
November 20, 2001 and incorporated herein by reference.
|       
|31.1    |  | Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      
|       
|31.2    |  | Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      
|       
|32.1    |  | Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350.                                                                                                               
|       
|32.2    |  | Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350.                                                                                                               

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