EXHIBIT 4.2


                   AMENDMENT TO COMMON STOCK RIGHTS AGREEMENT


      Amendment, dated as of June 4, 2004 (the "Amendment"), to the Common Stock
Rights Agreement, dated as of November 19, 2001 (the "Rights Agreement"),
between The First Years Inc., a Massachusetts corporation (the "Company"), and
Equiserve Trust Company, N.A., a national banking association having its
principal offices in Canton, Massachusetts (the "Rights Agent").

                               W I T N E S S E T H

      WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
prior to the Distribution Date (as defined in the Rights Agreement) supplement
or amend the Rights Agreement without the approval of any holders of the Rights
(as defined in the Rights Agreement); and

      WHEREAS, the Company now desires to amend the Rights Agreement as set
forth in this Amendment, and pursuant to Section 27 of the Rights Agreement, the
Company hereby directs that the Rights Agreement should be amended as set forth
in this Amendment.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

      1. Amendments to Section 1.

            (a) Section 1 of the Rights Agreement is hereby amended by adding
the following definitions:

                  (mm) "Merger" shall have the meaning set forth in the Merger
            Agreement.

                  (nn) "Merger Agreement" shall mean the Agreement and Plan of
            Merger, dated as of June 4, 2004, by and among the Company, Parent
            and MergerCo, as may be amended from time to time.

                  (oo) "MergerCo" shall mean RBVD Acquisition Corp., a
            Massachusetts corporation.

                  (pp) "Parent" shall mean RC2 Corporation, a Delaware
            corporation.

                  (qq) "Voting Agreements" shall mean those certain Voting
            Agreements entered into as of June 4, 2004, by and between Parent
            and each of Ronald J. Sidman, Kenneth R. Sidman, Evelyn Sidman,
            Benjamin Peltz and Fred T. Page, as the same may be amended from
            time to time.

            (b) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is hereby amended by inserting the following sentence at the
end thereof:

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            "Notwithstanding the foregoing or any other provision of this
            Agreement to the contrary, neither (i) the execution and delivery of
            the Merger Agreement, (ii) the consummation of the Merger, (iii) the
            execution and delivery of the Voting Agreements, and (iv) the
            exercise by the parties thereto of their respective rights under the
            Voting Agreements, shall be deemed to result in Parent, MergerCo or
            any other Person becoming an Acquiring Person."

            (c) The definition of "Distribution Date" in Section 1(q) of the
Rights Agreement is hereby amended by inserting the following sentence at the
end thereof:

            "Notwithstanding anything in this Agreement to the contrary, a
            Distribution Date shall not be deemed to have occurred as a result
            of (i) the execution and delivery of the Merger Agreement, (ii) the
            consummation of the Merger, (iii) the execution and delivery of the
            Voting Agreements, or (iv) the exercise by the parties thereto of
            their respective rights under the Voting Agreements."

      2. Amendment to Section 7(a). The first sentence of Section 7(a) of the
Rights Agreement is hereby amended to read as follows:

            "(a) Subject to Section 7(e) hereof, the registered holder of any
            Rights Certificate may exercise the Rights evidenced thereby (except
            as otherwise provided herein including, without limitation, the
            restrictions set forth in Section 9(e), Section 11(a)(iii) and
            Section 23(a) hereof) in whole or in part at any time after the
            Distribution Date upon surrender of the Rights Certificate, with the
            form of election to purchase set forth on the reverse side thereof
            and the certificate contained therein completed and duly executed,
            to the Rights Agent at the office of the Rights Agent designated for
            such purpose, together with payment of the aggregate Purchase Price
            with respect to the total number of Common Stock (or other
            securities, cash or other assets, as the case may be) as to which
            such surrendered Rights are then exercisable, at or prior to the
            earlier of (i) the Final Expiration Date, (ii) the time at which the
            Rights are redeemed as provided in Section 23 hereof (the
            "Redemption Date"), (iii) the time at which the Rights expire
            pursuant to Section 13(d) hereof, (iv) the time at which such Rights
            are exchanged as provided in Section 24 hereof and (v) immediately
            prior to the Effective Time (as defined in the Merger Agreement)
            (the earlier of (i), (ii), (iii), (iv) or (v) being herein referred
            to as the "Expiration Date")."

      3. Amendment to Section 21. Section 21 of the Rights Agreement is hereby
amended by inserting the following sentence after the first sentence thereof:

            "In the event the transfer agency relationship in effect between the
            Company and the Rights Agent terminates, the Rights Agent will be


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            deemed to resign automatically on the effective date of such
            termination; and any required notice will be sent by the Company."

      4. Addition of Section 35. The Rights Agreement is hereby amended by
adding the following Section 35:

            "Section 35. Force Majeure. Notwithstanding anything to the contrary
            contained herein, the Rights Agent shall not be liable for any
            delays or failures in performance resulting from acts beyond its
            reasonable control including, without limitation, acts of God,
            terrorist acts, shortage of supply, breakdowns or malfunctions,
            interruptions or malfunction of computer facilities, or loss of data
            due to power failures or mechanical difficulties with information
            storage or retrieval systems, labor difficulties, war, or civil
            unrest."

      5. Termination of Amendment. Upon the termination of the Merger Agreement
in accordance with its terms and without any further action on the part of any
of the parties hereto, as of the date of such termination, this Amendment shall
become null and void and of no further force or effect.

      6. Effectiveness. This Amendment shall be deemed effective as of the date
first above written, as if executed on such date. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect and shall
be otherwise unaffected.

      7. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Massachusetts and for all purposes shall
be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts applicable to contracts to be made and performed entirely therein.

      8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original, and
all of which together shall constitute but one and the same instrument.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Common Stock Rights Agreement to be duly executed as of the day and year first
above written.


                                   THE FIRST YEARS INC.


                                   By: /s/ Susan Novins
                                       ----------------------------
                                       Name: Susan Novins
                                       Title: Vice President and General Counsel


                                   EQUISERVE TRUST COMPANY, N.A.


                                   By: /s/ Margaret Prentice
                                       ----------------------------
                                       Name: Margaret Prentice
                                       Title: Managing Director



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