##### 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                      September 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 [ X].      No [ ].

The number of shares of Registrants common stock outstanding on October
31, 2003 was 8,304,582.





---

TABLE OF CONTENTS



|                                         |                                                                                       |  |  |  |  |  |  | 
|---------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION:         
|                                         | 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             
|                                         | SIGNATURES                                                                           
|                                         | EXHIBIT INDEX                                                                        
|Ex-31.1 Section 302 Certification of CEO
|Ex-31.2 Section 302 Certification of CFO
|Ex-32.1 Section 906 Certification of CEO
|Ex-32.2 Section 906 Certification of CFO



---



##### 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                                  |  | 4-7 
|Managements Discussion and Analysis of Financial Condition
and Results of Operations |  | 8-10
|Quantitative and Qualitative Disclosures about Market Risk                            |  | 11  
|Controls and Procedures                                                               |  | 11  
|                                                                                     
|PART II  OTHER INFORMATION                                                           |  |     
|Other Information                                                                     |  | 12  
|SIGNATURES                                                                            |  | 13  
|EXHIBIT INDEX                                                                         |  | 14  





---



##### Table of Contents






THE FIRST YEARS INC.




CONDENSED CONSOLIDATED BALANCE SHEETS

|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |              |            |            |  | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------ | ------------------------------------ | ---------- | ------------- | ---------- | ------------ | ---------- | ---------- |  | 
|                                           |                                                                                                                          |                            |                                      |                                      |            | September 30, |            | December 31,
|                                           |                                                                                                                          |                            |                                      |                                      |            | 2003          |            | 2002        
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          |                            |                                      |                                      |            | (Unaudited)   |            |              |            |           
|                                           |                                                                                                                          |                            |                                      | ASSETS:                              |            |               |            |              |            |            |  | 
|CURRENT ASSETS:                            |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           | Cash and cash equivalents                                                                                                |                            | $                                    | 24,386,241                           |            |               | $          | 21,989,782   |           
|                                           | Accounts receivable, net                                                                                                 |                            |                                      | 22,984,550                           |            |               |            | 21,995,564   |           
|                                           | Inventories                                                                                                              |                            |                                      | 16,243,100                           |            |               |            | 16,171,842   |           
|                                           | Prepaid expenses and other assets                                                                                        |                            |                                      | 489,878                              |            |               |            | 1,631,942    |           
|                                           | Deferred tax assets                                                                                                      |                            |                                      | 2,196,400                            |            |               |            | 2,196,400    |           
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          |                            | Total current assets                 |                                      |            | 66,300,169    |            |              |            | 63,985,530 | 
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|PROPERTY, PLANT, AND EQUIPMENT:            |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           | Land                                                                                                                     |                            |                                      | 167,266                              |            |               |            | 167,266      |           
|                                           | Building and improvements                                                                                                |                            |                                      | 6,789,199                            |            |               |            | 6,692,722    |           
|                                           | Machinery and molds                                                                                                      |                            |                                      | 10,373,238                           |            |               |            | 9,395,859    |           
|                                           | Furniture and equipment                                                                                                  |                            |                                      | 8,781,145                            |            |               |            | 8,478,858    |           
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          |                            | Total                                |                                      |            | 26,110,848    |            |              |            | 24,734,705 | 
|                                           | Less accumulated depreciation                                                                                            |                            |                                      | 14,778,424                           |            |               |            | 12,968,335   |           
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          |                            | Property, plant, and equipment  net |                                      |            | 11,332,424    |            |              |            | 11,766,370 | 
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|TOTAL ASSETS                               |                                                                                                                          | $                          | 77,632,593                           |                                      |            | $             | 75,751,900 |             
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                          
|                                           |                                                                                                                          |                            |                                      | LIABILITIES AND STOCKHOLDERS EQUITY |            |               |            |              |            |            |  | 
|                                          
|CURRENT LIABILITIES:                       |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           | Accounts payable and accrued expenses                                                                                    |                            | $                                    | 11,047,402                           |            |               | $          | 15,259,792   |           
|                                           | Accrued royalty expenses                                                                                                 |                            |                                      | 1,210,203                            |            |               |            | 1,361,836    |           
|                                           | Accrued selling expenses                                                                                                 |                            |                                      | 2,517,251                            |            |               |            | 3,251,482    |           
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          |                            | Total current liabilities            |                                      |            | 14,774,856    |            |              |            | 19,873,110 | 
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|DEFERRED TAX LIABILITY                     |                                                                                                                          |                            | 1,262,200                            |                                      |            |               | 1,262,200  |             
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|STOCKHOLDERS EQUITY:                      |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           | Common stock                                                                                                             |                            |                                      | 1,091,220                            |            |               |            | 1,081,846    |           
|                                           | Paid-in-capital                                                                                                          |                            |                                      | 10,729,544                           |            |               |            | 9,854,632    |           
|                                           | Retained earnings                                                                                                        |                            |                                      | 80,100,632                           |            |               |            | 73,804,237   |           
|                                           | Deferred compensation                                                                                                    |                            |                                      | (108,500                             | )          |               |            | 0            |           
|                                           | Less treasury stock at cost, 2,607,620 and 2,599,420 shares as of September 30,
2003 and December 31, 2002, respectively |                            |                                      | (30,217,359                          | )          |               |            | (30,124,125  | )         
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|                                           |                                                                                                                          | Total stockholders equity |                                      |                                      | 61,595,537 |               |            |              | 54,616,590 |           
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                          | $                          | 77,632,593                           |                                      |            | $             | 75,751,900 |             
|                                           |                                                                                                                          |                            |                                      |                                      |            |               |            |             

See accompanying notes to condensed consolidated financial statements.

1



---



##### Table of Contents



THE FIRST YEARS INC




CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|-------------------------------------------- |  | ------------------ | ---------- | ----------------- |  | ---- | ---------- | ---- |  | - | ----------- |  |  | - | ----------- | 
|                                             |  | Three Months Ended |            | Nine Months Ended
|                                             |  | September 30,      |            | September 30,    
|                                             |  |                    |            |                  
|                                             |  | 2003               |            | 2002              |  | 2003 |            | 2002
|                                             |  |                    |            |                   |  |      |            |     
|NET SALES                                    |  | $                  | 32,525,660 |                   |  | $    | 33,955,088 |      |  | $ | 100,357,240 |  |  | $ | 102,032,167 | 
|                                            
|COST OF PRODUCTS SOLD                        |  |                    | 19,860,028 |                   |  |      | 22,196,043 |      |  |   | 63,377,726  |  |  |   | 66,273,700  | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|GROSS PROFIT                                 |  |                    | 12,665,632 |                   |  |      | 11,759,045 |      |  |   | 36,979,514  |  |  |   | 35,758,467  | 
|                                            
|SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |  |                    | 8,666,555  |                   |  |      | 8,042,681  |      |  |   | 26,025,565  |  |  |   | 24,733,122  | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|OPERATING INCOME                             |  |                    | 3,999,077  |                   |  |      | 3,716,364  |      |  |   | 10,953,949  |  |  |   | 11,025,345  | 
|                                            
|INTEREST INCOME                              |  |                    | 47,989     |                   |  |      | 32,590     |      |  |   | 141,590     |  |  |   | 74,122      | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|INCOME BEFORE INCOME TAXES                   |  |                    | 4,047,066  |                   |  |      | 3,748,954  |      |  |   | 11,095,539  |  |  |   | 11,099,467  | 
|                                            
|PROVISION FOR INCOME TAXES                   |  |                    | 1,093,000  |                   |  |      | 1,537,100  |      |  |   | 3,806,700   |  |  |   | 4,550,800   | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|NET INCOME                                   |  | $                  | 2,954,066  |                   |  | $    | 2,211,854  |      |  | $ | 7,288,839   |  |  | $ | 6,548,667   | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|BASIC EARNINGS PER SHARE                     |  | $                  | 0.36       |                   |  | $    | 0.27       |      |  | $ | 0.88        |  |  | $ | 0.80        | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 
|DILUTED EARNINGS PER SHARE                   |  | $                  | 0.35       |                   |  | $    | 0.26       |      |  | $ | 0.87        |  |  | $ | 0.78        | 
|                                             |  |                    |            |                   |  |      |            |      |  |   |             |  |  |   |             | 



See accompanying notes to condensed consolidated financial statements.

2



---



##### Table of Contents



THE FIRST YEARS INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(Unaudited)

|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |            |           |            |           |  
|------------------------------------------------------ | ------------------------------------------------------------------------------ | ------------------------------------------------------- | ------------------------------------- | ----------------------------------------- | --------- | ---------- | ---------- | ---------- | --------- | ---------- | --------- | -
|                                                       |                                                                                |                                                         |                                       |                                           |           | 2003       |            | 2002      
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Cash Flows from Operating Activities:                  |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       | Net income                                                                     |                                                         | $                                     | 7,288,839                                 |           |            | $          | 6,548,667  |          
|                                                       | Adjustments to reconcile net income to net cash used for operating activities: |                                                         |                                       |                                           |           |            |            |            |          
|                                                       |                                                                                | Depreciation                                            |                                       |                                           | 2,091,278 |            |            |            | 1,863,776 |           
|                                                       |                                                                                | Compensation earned under restricted stock programs     |                                       |                                           | 31,000    |            |            |            | 0         |           
|                                                       |                                                                                | Provision for doubtful accounts                         |                                       |                                           | 103,389   |            |            |            | 8,883     |           
|                                                       |                                                                                | Write-down of equipment                                 |                                       |                                           | 43,801    |            |            |            | 1,435     |           
|                                                       |                                                                                | Increase (decrease) arising from working capital items: |                                       |                                           |           |            |            |            |           |           
|                                                       |                                                                                |                                                         | Accounts receivable                   |                                           |           | (1,092,375 | )          |            |           | (5,735,655 | )        
|                                                       |                                                                                |                                                         | Inventories                           |                                           |           | (71,258    | )          |            |           | 5,044,039  |          
|                                                       |                                                                                |                                                         | Prepaid expenses and other assets     |                                           |           | 1,223,864  |            |            |           | 392,229    |          
|                                                       |                                                                                |                                                         | Accounts payable and accrued expenses |                                           |           | (4,212,390 | )          |            |           | (1,590,491 | )        
|                                                       |                                                                                |                                                         | Accrued royalty expense               |                                           |           | (151,633   | )          |            |           | (460,190   | )        
|                                                       |                                                                                |                                                         | Accrued selling expenses              |                                           |           | (734,231   | )          |            |           | (841,326   | )        
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       |                                                                                |                                                         |                                       | Net cash provided by operating activities |           |            | 4,520,284  |            |           |            | 5,231,317 |  
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Cash Flows from Investing Activities:                  |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       | Expenditures for property, plant, and equipment                                |                                                         |                                       | (1,701,133                                | )         |            |            | (3,799,207 | )        
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Cash Flows from Financing Activities:                  |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       | Cash dividend                                                                  |                                                         |                                       | (992,444                                  | )         |            |            | (819,983   | )        
|                                                       | Common stock issued under stock option plans                                   |                                                         |                                       | 662,986                                   |           |            |            | 261,343    |          
|                                                       | Purchase of treasury stock                                                     |                                                         |                                       | (93,234                                   | )         |            |            | (21,907    | )        
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       |                                                                                |                                                         |                                       | Net cash used for financing activities    |           |            | (422,692   | )          |           |            | (580,547  | )
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Increase in Cash and Cash Equivalents                  |                                                                                |                                                         | 2,396,459                             |                                           |           |            | 851,563    |           
|Cash and Cash Equivalents, Beginning of Year           |                                                                                |                                                         | 21,989,782                            |                                           |           |            | 13,310,004 |           
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Cash and Cash Equivalents, End of Period               |                                                                                | $                                                       | 24,386,241                            |                                           |           | $          | 14,161,567 |           
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Supplemental Disclosures of Cash Flow Information      |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       | Cash paid for:                                                                 |                                                         |                                       |                                           |           |            |            |            |          
|                                                       |                                                                                |                                                         |                                       | Income taxes                              |           | $          | 3,930,627  |            |           | $          | 3,115,147 |  
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           
|Supplemental Schedule of Noncash Financing Activities: |                                                                                |                                                         |                                       |                                           |           |            |            |           
|                                                       | Treasury stock transactions                                                    |                                                         | $                                     | 0                                         |           |            | $          | 266,063    |          
|                                                       |                                                                                |                                                         |                                       |                                           |           |            |            |           

See accompanying notes to condensed consolidated financial statements.

3



---



##### 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 September 30, 2003 and the
results of operations and cash flows for the periods ended September 30, 2003
and 2002. 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 nine-month period ended September 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.

In 2003, the Company granted 15,000 shares of restricted stock to an
officer under The First Years Inc. 2002 Amended and Restated Equity Incentive
Plan which resulted in deferred compensation of $139,500. The 15,000 shares of
restricted stock vest over three years. The deferred compensation is being
amortized ratably over the three year vesting period and resulted in
compensation expense of approximately $31,000 for the nine-month period ended
September 30, 2003.

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
|                                                                                                                          |  | September 30,     
|                                                                                                                          |  |                   
|                                                                                                                          |  | 2003               |           | 2002
|                                                                                                                          |  |                    |           |     
|Net Income  as reported                                                                                                  |  | $                  | 2,954,066 |      |  | $ | 2,211,854 |  
|                                                                                                                         
|Add: Stock-based employee compensation expense
included in reported net income, net of tax                                |  |                    | 31,000    |      |  |   | 0         |  
|                                                                                                                         
|Less: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of tax |  |                    | (314,936  | )    |  |   | (494,211  | )
|                                                                                                                          |  |                    |           |      |  |   |           |  
|Net income  pro forma                                                                                                    |  | $                  | 2,670,130 |      |  | $ | 1,717,643 |  
|                                                                                                                          |  |                    |           |      |  |   |           |  
|Earnings per share                                                                                                        |  |                    |           |      |  |   |           |  
|Basic  as reported                                                                                                       |  | $                  | 0.36      |      |  | $ | 0.27      |  
|Basic  pro forma                                                                                                         |  | $                  | 0.32      |      |  | $ | 0.21      |  
|Diluted  as reported                                                                                                     |  | $                  | 0.35      |      |  | $ | 0.26      |  
|Diluted  pro forma                                                                                                       |  | $                  | 0.31      |      |  | $ | 0.21      |  

4



---



##### Table of Contents



|                                                                                                                          |  |                   |            |      |  |   |            |  
|------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | ---- |  | - | ---------- | -
|                                                                                                                          |  | Nine Months Ended
|                                                                                                                          |  | September 30,    
|                                                                                                                          |  |                  
|                                                                                                                          |  | 2003              |            | 2002
|                                                                                                                          |  |                   |            |     
|Net Income  as reported                                                                                                  |  | $                 | 7,288,839  |      |  | $ | 6,548,667  |  
|Add: Stock-based employee compensation expense
included in reported net income, net of tax                                |  |                   | 31,000     |      |  |   | 0          |  
|Less: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of tax |  |                   | (1,078,367 | )    |  |   | (1,198,051 | )
|                                                                                                                          |  |                   |            |      |  |   |            |  
|Net income  pro forma                                                                                                    |  | $                 | 6,241,472  |      |  | $ | 5,350,616  |  
|                                                                                                                          |  |                   |            |      |  |   |            |  
|Earnings per share                                                                                                        |  |                   |            |      |  |   |            |  
|Basic  as reported                                                                                                       |  | $                 | 0.88       |      |  | $ | 0.80       |  
|Basic  pro forma                                                                                                         |  | $                 | 0.76       |      |  | $ | 0.65       |  
|Diluted  as reported                                                                                                     |  | $                 | 0.87       |      |  | $ | 0.78       |  
|Diluted  pro forma                                                                                                       |  | $                 | 0.75       |      |  | $ | 0.64       |  

2.     Common Stock- The Company has 50,000,000 authorized shares of $.10
par value common stock with 10,912,202 and 10,818,464 shares issued and
8,304,582 and 8,219,044 shares outstanding as of September 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. Quarterly
dividend payments were made on June 15, 2003 and September 15, 2003 to holders
of record at the close of business on May 30, 2003 and August 29, 2003,
respectively.

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

|                                            |  |                    |           |      |  |   |           | 
|------------------------------------------- |  | ------------------ | --------- | ---- |  | - | --------- | 
|                                            |  | Three Months Ended
|                                            |  | September 30,     
|                                            |  |                   
|                                            |  | 2003               |           | 2002
|                                            |  |                    |           |     
|Weighted Average Shares Outstanding         |  |                    | 8,287,217 |      |  |   | 8,210,320 | 
|Effect of Dilutive Shares                   |  |                    | 239,166   |      |  |   | 146,271   | 
|                                            |  |                    |           |      |  |   |           | 
|Weighted Average Diluted Shares Outstanding |  |                    | 8,526,383 |      |  |   | 8,356,591 | 
|                                            |  |                    |           |      |  |   |           | 
|Net Income                                  |  | $                  | 2,954,066 |      |  | $ | 2,211,854 | 
|                                            |  |                    |           |      |  |   |           | 
|Basic Earnings Per Share                    |  | $                  | 0.36      |      |  | $ | 0.27      | 
|                                            |  |                    |           |      |  |   |           | 
|Diluted Earnings Per Share                  |  | $                  | 0.35      |      |  | $ | 0.26      | 
|                                            |  |                    |           |      |  |   |           | 

|                                            |  |                   |           |      |  |   |           | 
|------------------------------------------- |  | ----------------- | --------- | ---- |  | - | --------- | 
|                                            |  | Nine Months Ended
|                                            |  | September 30,    
|                                            |  |                  
|                                            |  | 2003              |           | 2002
|                                            |  |                   |           |     
|Weighted Average Shares Outstanding         |  |                   | 8,249,851 |      |  |   | 8,195,437 | 
|Effect of Dilutive Shares                   |  |                   | 175,694   |      |  |   | 203,245   | 
|                                            |  |                   |           |      |  |   |           | 
|Weighted Average Diluted Shares Outstanding |  |                   | 8,425,545 |      |  |   | 8,398,682 | 
|                                            |  |                   |           |      |  |   |           | 
|Net Income                                  |  | $                 | 7,288,839 |      |  | $ | 6,548,667 | 
|                                            |  |                   |           |      |  |   |           | 
|Basic Earnings Per Share                    |  | $                 | 0.88      |      |  | $ | 0.80      | 
|                                            |  |                   |           |      |  |   |           | 
|Diluted Earnings Per Share                  |  | $                 | 0.87      |      |  | $ | 0.78      | 
|                                            |  |                   |           |      |  |   |           | 

Options to purchase 393,987 shares of common stock for the three months ended
September 30, 2003 and options to purchase 597,290 shares of common stock for
the nine months ended September 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
656,355 shares of common stock for the three months ended September 30, 2002
and options to purchase 642,461 shares of common stock for the nine months
ended September 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.

5



---



##### Table of Contents



4.     Derivative Instruments- The Company uses derivative financial
instruments in the form of forward foreign currency 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 the Company believes 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 occurs. 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 nine months ended September 30, 2003,
the Company entered into forward contracts maturing at various dates through
the end of 2003 to sell a notional amount of approximately $10,713,000
consisting of various currencies such as the Euro, the British Pound, and the
Canadian Dollar, at contracted rates. At September 30, 2003, the fair value of
these contracts was approximately $70,000, which is included in accrued
expenses. As of September 30, 2003, all unrealized losses accumulated in other
comprehensive income during 2003 have been recognized in the statement of
income as the underlying hedged transactions have settled. 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 nine
months ended September 30, 2003 and 2002 is as follows:

|                                      |                                                 |   |                    |         |      |   |           |   | 
|------------------------------------- | ----------------------------------------------- | - | ------------------ | ------- | ---- | - | --------- | - | 
|                                      |                                                 |   | Three Months Ended
|                                      |                                                 |   | September 30,     
|                                      |                                                 |   |                   
|                                      |                                                 |   | 2003               |         | 2002
|                                      |                                                 |   |                    |         |     
|Net Income                            |                                                 | $ | 2,954,066          |         |      | $ | 2,211,854 |  
|Other comprehensive loss, net of tax: |                                                 |   |                    |         |      |   |           |  
|                                      | Change in fair value of cash flow hedges        |   |                    | 234,962 |      |   |           |  | 
|                                      | Amounts reclassified into results of operations |   |                    | (44,936 | )    |   |           |  | 
|                                      |                                                 |   |                    |         |      |   |           |  
|Comprehensive Income                  |                                                 | $ | 3,144,092          |         |      | $ | 2,211,854 |  
|                                      |                                                 |   |                    |         |      |   |           |  

|                                      |                                                 |   |                   |         |      |   |           |   | 
|------------------------------------- | ----------------------------------------------- | - | ----------------- | ------- | ---- | - | --------- | - | 
|                                      |                                                 |   | Nine Months Ended
|                                      |                                                 |   | September 30,    
|                                      |                                                 |   |                  
|                                      |                                                 |   | 2003              |         | 2002
|                                      |                                                 |   |                   |         |     
|Net Income                            |                                                 | $ | 7,288,839         |         |      | $ | 6,548,667 |  
|Other comprehensive loss, net of tax: |                                                 |   |                   |         |      |   |           |  
|                                      | Change in fair value of cash flow hedges        |   |                   | (43,195 | )    |   |           |  | 
|                                      | Amounts reclassified into results of operations |   |                   | 43,195  |      |   |           |  | 
|                                      |                                                 |   |                   |         |      |   |           |  
|Comprehensive Income                  |                                                 | $ | 7,288,839         |         |      | $ | 6,548,667 |  
|                                      |                                                 |   |                   |         |      |   |           |  

6.     Borrowings & Line of Credit- During the first nine 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 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 nine months ended September 30, 2003.

6



---



##### Table of Contents



8.     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 nine months of 2003 and 2002, net sales of The
First Years brand products were approximately $69,518,000 and $70,838,000,
respectively, while net sales derived from licensed and specialty products
amounted to approximately $30,839,000 and $31,194,000 in the first nine months
of 2003 and 2002, respectively. Net export sales, primarily to Europe, Canada,
South America, and the Pacific Rim, were approximately $14,654,000 and
$13,238,000 during the first nine months of 2003 and 2002, respectively. For
the three months ended September 30, 2003 and 2002, net sales of The First
Years brand products were approximately $22,870,000 and $22,702,000,
respectively, while net sales derived from licensed and specialty products
amounted to approximately $9,656,000 and $11,253,000 in the third quarter of
2003 and 2002, respectively. Net export sales, primarily to Europe, Canada,
South America, and the Pacific Rim, were approximately $4,851,000 and
$4,709,000 during the third quarter of 2003 and 2002, respectively.

9.     Income Taxes -The Companys effective income tax rate declined to
27.0% for the third quarter and 34.3% for the first nine months of 2003,
compared to 41.0% in the same periods in 2002. These lower rates reflect the
benefit of 2003 tax initiatives and a non-recurring tax benefit resulting from
the favorable resolution of a state tax matter. The Companys estimated annual
effective tax rate is 38.5% for 2003, excluding the benefit related to the
resolution of the state tax matter.

7



---



##### Table of Contents



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.

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.

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.

8



---



##### Table of Contents



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

Net income for the third quarter of 2003 was $3.0 million or $0.35 per
diluted share, compared with $2.2 million or $0.26 per diluted share in 2002.
Net sales for the third quarter of 2003 were $32.5 million, compared with $34.0
million in the comparable period in 2002. Net sales for the quarter ended
September 30, 2003 decreased by 4% over the prior year comparable period due
primarily to pipeline fills in the third quarter of 2002 which were not
repeated and the discontinuation of a major specialty program with a large
retailer in 2002. These decreases were partially offset by sales growth
principally in the Canadian market. Net sales of license and specialty products
decreased and were partially offset by modest increases in The First Years
brand product sales.

Gross profit, as a percentage of net sales, increased to 39% in the third
quarter of 2003 from 35% in the third quarter of 2002. This increase is the
result, in part, of product cost savings, operational improvements to reduce
expenses, and product mix.

Selling, general, and administrative expenses for the third quarter of
2003 were $8.7 million, an increase of $0.6 million from the comparable period
in 2002. The increase is primarily attributable to increases in insurance,
product development and, payroll and payroll-related costs, as well as
increases in legal and audit fees. As a percentage of net sales, selling,
general, and administrative expenses for the third quarter of 2003 increased to
27% from 24% 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 27.0% in the third quarter of 2003
versus 41.0% in the third quarter of 2002. This lower rate reflects the benefit
of 2003 tax initiatives and a non-recurring tax benefit resulting from the
favorable resolution of a state tax matter. The Companys estimated annual
effective tax rate is 38.5%, excluding the benefit related to the resolution of
the state tax matter.

B.     Results of Operations  First Nine Months of 2003 Compared with
First Nine Months of 2002

Net income for the first nine months of 2003 was $7.3 million or $0.87 per
diluted share, compared with $6.5 million or $0.78 per diluted share in 2002.
Net sales for the first nine months of 2003 were $100.4 million, compared with
$102.0 million in the comparable period in 2002. Net sales for the nine months
ended September 30, 2003 decreased by 2% over the prior year comparable period
primarily due to inventory reductions by a number of retailers in the
period and the discontinuation of a major specialty program with a
large retailer in 2002. These decreases were partially offset by sales growth
principally in the Canadian market. The decrease in net sales for the
nine-month period was also attributable to decreases in sales of The First Years
brand and licensed and specialty products.

Gross profit, as a percentage of sales, increased to 37% for the nine
months ended September 30, 2003 from 35% in the same period in 2002. This
increase is the result, in part, of product cost savings, operational
improvements to reduce expenses, and product mix.

Selling, general, and administrative expenses for the first nine months of
2003 were $26.0 million, an increase of $1.3 million from the comparable period
in 2002. The increase is primarily attributable to increases in insurance,
repairs and maintenance, payroll and payroll-related costs, product development
costs, as well as increases in legal and audit fees. These increases were
partially offset by decreased packaging and other costs. As a percentage of
net sales, selling, general, and administrative expenses for the first nine
months of 2003 increased to 26% from 24% 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 34.3% for the first nine months of
2003 versus 41.0% for the comparable period in 2002. This lower rate reflects
the benefit of 2003 tax initiatives and a non-recurring tax benefit resulting
from the favorable resolution of a state tax matter. The Companys estimated
annual effective tax rate is 38.5%, excluding the benefit related to the
resolution of the state tax matter.

C.     Financial Condition

Consolidated assets of $77.6 million at September 30, 2003 were $1.9
million higher than at December 31, 2002.

Our cash and cash equivalents increased to $24.4 million at September 30,
2003, from $22.0 million at December 31, 2002. The increase resulted from $4.5
million provided by operating activities, offset by $1.7 million and $0.4
million used in investing and

9



---



##### Table of Contents



financing activities, respectively.

Net cash of $4.5 million provided by operating activities consisted
primarily of $9.5 million from net income adjusted for non-cash items, offset
by $5.0 million used in working capital and other activities. Net cash used in
working capital and other activities resulted from an increase in accounts
receivable and inventories along with decreases in accounts payable and accrued
expenses, and accrued royalty and selling expenses. These increases were
partially offset by decreases in prepaid expenses and other assets. Days sales
outstanding were 61 for the first nine 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 the average receivable balance due to normal
business fluctuations for the first nine months of 2003 as compared to fiscal
year 2002. Inventory turns were 3.9 for the first nine months of 2003 and 3.7
for the comparable period in 2002.

Net cash of $1.7 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 $0.4 million was used by financing activities and consisted of
the payment of dividends and treasury stock purchases, which were partially
offset by the proceeds on the issuance of common stock under our stock option
plans. Cash dividends paid to shareholders for the first nine months of 2003
and 2002 were $992,444 and $819,983, respectively.

Estimated uses of cash in the balance of 2003 include capital expenditures
for machinery and molds and equipment of approximately $1 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 expires on November 30, 2003 and 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 and nine months ended
September 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 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 nine months ended September 30, 2003.

10



---



##### 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 September 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 September 30, 2003, we held foreign currency contracts with a
bank whereby we are committed to deliver foreign currency at predetermined
rates. The contracts 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 $0.1 million at
September 30, 2003. Our future commitment under these contracts totaled
approximately $1.2 million as of September 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.                                                                                                                                                                                                                                                                                                                                                                                                                                              

11



---



##### 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.

Not Applicable

Item 5: Other Information

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-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.
|    
|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 third quarter of 2003, the Company furnished reports on Form 8-K
on August 15, 2003.                               
|   
|    |  | Item 12. Disclosure of Results of Operations and Financial Condition: Press
releases issued by the Company on August 15, 2003.

12



---



##### Table of Contents



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.

|              |  |  |  |                                                                                                                                   
|------------- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------
|Date 11/14/03 |  |  |  | THE FIRST YEARS INC.
Registrant                                                                                                   
|             
|              |  |  |  | By: /s/ John R. BealsJohn R. Beals,
Senior Vice President and Treasurer,
(Duly Authorized Officer and Principal Financial
Officer)

13



---



##### Table of Contents



THE FIRST YEARS INC.




EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | 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.
|       
|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.                                                                                                               

14