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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A
AMENDMENT NO. 2

(Mark One)

|    |  |                                                                                  
|--- |  | ---------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended September 30, 2002

Commission file number: 0-7024

THE FIRST YEARS INC.

(Exact name of registrant as specified in its charter)


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|------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                 |  | 04-2149581                          
|                                                             
|                                                             
|                                                             
|                                                             
|(State or other jurisdiction
of incorporation or organization |  | (I.R.S. Employer Identification No.)
|                                                             
|                                                             
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|                                                             
|                                                              |  |                                     
|                                                             
|                                                             
|                                                             
|                                                             
|One Kiddie Drive, Avon, Massachusetts                         |  | 02322-1171                          
|                                                             
|                                                             
|                                                             
|                                                             
|(Address of principal executive offices)                      |  | (Zip Code)                          

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

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  [  ]

As of October 31, 2002, the registrant had 8,214,547 shares of common
stock outstanding.

The
purpose of this Form 10-Q/A Amendment No. 2 is to amend the previously
filed Form 10-Q of The First Years Inc. for the quarter ended September 30,
2002 as amended by Form 10-Q/A Amendment No. 1, filed on November 15,
2002, by specifically stating in Item 6(a) of Part II thereto
that the First Years Inc. requested confidential treatment for
portions of Exhibits 4.3 and 4.5 and received confidential treatment
for portions of Exhibit 4.5. Such statement is set forth in this
Form 10-Q/A Amendment No. 2.





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|                                   |                                           |  |  |  |  |  |  | 
|---------------------------------- | ----------------------------------------- |  |  |  |  |  |  | 
|                                   | Item 6. Exhibits and Reports on Form 8-K.
|SIGNATURES                        
|CERTIFICATION OF CEO              
|CERTIFICATION OF CFO              
|THE FIRST YEARS INC. EXHIBIT INDEX
|Ex-99.1 Certification of Officers 



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



|(a) |  | Exhibits
|--- |  | --------

The following is a list of exhibits filed as part of the Quarterly Report,
on Form 10-Q, as hereby amended.

|        |  |                                                                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                           
|Number  |  | Description                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                           
|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 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.
|       
|       
|       
|       
|4.3*≠   |  | Consumer Products License  Disney Properties, dated as of June 4,
2002, between the Company and Disney Enterprises, Inc.                                                                                                                 
|       
|       
|       
|       
|4.4*    |  | Employee Contract, dated as of September 30, 2002, between the
Company and John R. Beals.                                                                                                                                                 
|       
|       
|       
|       
|4.5*+   |  | License Agreement  Sesame Workshop, dated as of July 1, 2001,
between the Company and Sesame Workshop.                                                                                                                                   
|       
|       
|       
|       
|99.1    |  | Certification of officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                       



---

|* |  | Previously filed.                                                                                                                                                                          
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|+ |  | Confidential treatment was
requested and granted as to certain portions of the document, which
portions have been omitted and filed separately with the Securities
and Exchange Commission.
| 
|≠ |  | Confidential treatment was
requested as to certain portions of the documents, which portions
have been omitted and filed separately with the Securities and
Exchange Commission.           



|(b) |  | No reports on Form 8-K have been filed during the quarter covered by this
report.
|--- |  | ---------------------------------------------------------------------------------

2



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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: November 19, 2002 |  | By:  /s/  Ronald J. Sidman                                                                                   
|                        |  |                                                                                                              
|                        |  | Ronald J. Sidman,
Chairman, President, and Chief Executive Officer,
(Duly Authorized Officer)                
|                       
|                       
|                       
|                       
|                        |  |                                                                                                              
|                       
|                       
|                       
|                       
|                        |  | By:  /s/  John R. Beals                                                                                      
|                        |  |                                                                                                              
|                        |  | John R. Beals,
Senior Vice President and Treasurer,
(Duly Authorized Officer and Principal
Financial Officer)

3



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CERTIFICATIONS

I, Ronald J. Sidman, certify that:



|1. |  | I have reviewed this Amendment
No. 2 to the quarterly report on Form 10-Q of The First Years Inc.;                                                                                                                                                                                                                                                                                                                                            
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the
quarterly report, as amended by Form 10-Q/A Amendment No. 1 and
as hereby further amended by Amendment No. 2 (the Amended Report), does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by the Amended Report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included in the Amended
Report fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in the Amended Report;                                                                                                                                          
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                                                                         



| | a) |  | designed such disclosure
controls and procedures to
ensure that material information
relating to the registrant,
including its consolidated
subsidiaries, is made known to
us by others within those
entities, particularly during
the period in which the Amended
Report, is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of
the registrants disclosure
controls and procedures as of a
date within 90 days prior to the
filing date of the Amended
Report (the Evaluation Date);
and                                                                                                   
|
| | c) |  | presented in the Amended Report
our conclusions about the
effectiveness of the disclosure
controls and procedures based on
our evaluation as of the
Evaluation Date;                                                                                                                         



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in
the design or operation of
internal controls which could
adversely affect the
registrants ability to record,
process, summarize and report
financial data and have
identified for the registrants
auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not
material, that involves
management or other employees
who have a significant role in
the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in the Amended Report, whether there were
significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|              |  |                                                                   
|------------- |  | ------------------------------------------------------------------
|Date 11/19/02 |  |                                                                   
|             
|             
|             
|             
|              |  |                                                                   
|             
|             
|             
|             
|              |  | By:  /s/  Ronald J. Sidman                                        
|              |  |                                                                   
|              |  | Ronald J. Sidman,
Chairman, President, and Chief Executive Officer

4



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CERTIFICATIONS

I, John R. Beals, certify that:



|1. |  | I have reviewed this Amendment
No. 2 to the quarterly report on Form 10-Q of The First Years Inc.;                                                                                                                                                                                                                                                                                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the
quarterly report, as hereby amended by Form 10-Q/A Amendment
No. 1 and as hereby further amended by Amendment No. 2 (the Amended Report), does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by the Amended Report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included in the Amended
Report fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in the Amended Report;                                                                                                                                                 
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                                                                                



| | a) |  | designed such disclosure
controls and procedures to
ensure that material information
relating to the registrant,
including its consolidated
subsidiaries, is made known to
us by others within those
entities, particularly during
the period in which the Amended
Report, is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of
the registrants disclosure
controls and procedures as of a
date within 90 days prior to the
filing date of the Amended
Report (the Evaluation Date);
and                                                                                                   
|
| | c) |  | presented in the Amended Report
our conclusions about the
effectiveness of the disclosure
controls and procedures based on
our evaluation as of the
Evaluation Date;                                                                                                                         



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in
the design or operation of
internal controls which could
adversely affect the
registrants ability to record,
process, summarize and report
financial data and have
identified for the registrants
auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not
material, that involves
management or other employees
who have a significant role in
the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in the Amended Report, whether there were
significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|              |  |                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------
|Date 11/19/02 |  |                                                                                                                     
|             
|             
|             
|             
|              |  |                                                                                                                     
|             
|             
|             
|             
|              |  | By:  /s/  John R. Beals                                                                                             
|              |  |                                                                                                                     
|              |  | John R. Beals,
Senior Vice President  Finance and Treasurer,
(Chief Financial Officer and Chief Accounting Officer)

5



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THE FIRST YEARS INC.

EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                           
|Number  |  | Description                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                           
|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 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.
|       
|       
|       
|       
|4.3*≠   |  | Consumer Products License  Disney Properties, dated as of June 4,
2002, between the Company and Disney Enterprises, Inc.                                                                                                                 
|       
|       
|       
|       
|4.4*    |  | Employee Contract, dated as of September 30, 2002, between the
Company and John R. Beals                                                                                                                                                  
|       
|       
|       
|       
|4.5*+   |  | License Agreement  Sesame Workshop, dated as of July 1, 2001,
between the Company and Sesame Workshop.                                                                                                                                   
|       
|       
|       
|       
|99.1    |  | Certification of officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                       



---

|* |  | Previously filed.                                                                                                                                                                          
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|+ |  | Confidential treatment was
requested and granted as to certain portions of the document, which
portions have been omitted and filed separately with the Securities
and Exchange Commission.
| 
|≠ |  | Confidential treatment was
requested as to certain portions of the documents, which portions
have been omitted and filed separately with the Securities and
Exchange Commission.