SCHEDULE 14A
                                 (RULE 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

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    14a-6(e)(2))
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                              THE FIRST YEARS INC.
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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THE FOLLOWING IS A MEMORANDUM SENT BY THE FIRST YEARS INC. TO ITS EMPLOYEES
ON DECEMBER 12, 2001.

To:      Everyone

Re:      Shareholder Proposal

Date:    12/12/01

We recently issued a press release noting that shareholder Phillip Goldstein
filed preliminary proxy materials requesting that shareholders call a special
meeting to vote on various proposals, including a proposal to sell the Company
to the highest bidder at a price of not less than $15 per share. I feel that it
is important to let you know that the Board is not aware of, nor is it pursuing,
bidders for the Company. Our attention is focused on growing the business by
developing products with very high retailer and consumer appeal.

In order to call a special meeting, Mr. Goldstein requires the support of 40% of
the shareholders. According to Mr. Goldstein's filings with the SEC, we believe
that he owns or controls less than 1% of the Company's outstanding stock.

I can assure you that the Board and management is focusing its efforts where
they should be -- on maintaining The First Years' position as a leading
international marketer of products for infants and toddlers.



THIS MEMORANDUM IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR
THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE FIRST YEARS' COMMON
STOCK.