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                                                                       Exhibit 4
                              [SHARE CERTIFICATE]

                        INCORPORATIED UNDER THE LAWS OF
                       THE COMMONWEALTH OF MASSACHUSETTS


                             [THE FIRST YEARS LOGO]


                                                          
         NUMBER                                                    SHARES


THIS CERTIFICATE IS TRANSFERABLE                               SEE REVERSE FOR
 IN BOSTON, MA AND NEW YORK, NY                              CERTAIN DEFINITIONS

                              THE FIRST YEARS INC.

THIS CERTIFIES THAT

                                                               CUSIP 337610 10 9





is the owner of 



            FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
                       THE PAR VALUE OF $.10 PER SHARE OF


The First Years Inc. (herein called the "Corporation") transferable on the books
of the Corporation by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed or assigned for transfer.
This Certificate and the shares represented hereby are issued and shall be
subject to the laws of the Commonwealth of Massachusetts and to the provisions
of the Articles of Organization and the By-Laws of the Corporation, as amended
from time to time. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated



                           [THE FIRST YEARS INC. SEAL]


                                                  
     /s/ Benjamin Peltz                              /s/ Ronald J. Sidman
           TREASURER                                         PRESIDENT





                 STATE STREET BANK AND TRUST COMPANY
                                                         
                                                                  TRANSFER AGENT
BY                                                                 AND REGISTRAR



                                                            AUTHORIZED SIGNATURE



        


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    The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common              

TEN ENT - as tenants by entireties

JT TEN  - as joint tenants with right of survivorship and not as tenants in 
          common

UNIF GIFT MIN ACT -            Custodian            under Uniform Gifts to 
                    ----------           ----------
                      (Cust)              (Minor)
                    Minors Act
                              ------------------------------------------------
                                   (State)

       Additional abbreviations may also be used though not in the above list.


    For Value Received,                  hereby sell, asign and transfer unto
                        ----------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

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    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDE ZIP CODE, OF ASSIGNEE)

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                                                                          Shares
-------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

                                                                        Attorney
------------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.

Dated
     ---------------------------------


                       ---------------------------------------------------------
                       NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND
                               WITH THE NAME AS WRITTEN UPON THE FACE OF THE 
                               CERTIFICATE IN EVERY PARTICULAR, WITHOUT 
                               ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.