SC 13D/A

                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                 SCHEDULE 13D/A
                                (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                         (Amendment No. 10 TO SCHEDULE 13D)
                      Under the Securities Exchange Act of 1934

                             THE FIRST YEARS INC.
- -----------------------------------------------------------------------
                                (Name of Issuer)


                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
- -----------------------------------------------------------------------
                         (Title of Class of Securities)


                                  337610109
- -----------------------------------------------------------------------
                                 (CUSIP Number)

                             LAWRENCE J. GOLDSTEIN
			    SANTA MONICA PARTNERS, L.P.
				1865 PALMER AVENUE
                          LARCHMONT, NEW YORK 10538
                                 (914) 833-0875
- -----------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

- -----------------------------------------------------------------------

             (Date of Event that Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [_].


          Note:  Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.


                         (Continued on following pages)
                              (Page 1 of 11 Pages)



CUSIP No. 337610109         13D/A                    Page 2 of 11 Pages
_______________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          SANTA MONICA PARTNERS, L.P.
          13-3100474
_______________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)
[X]
                                                                 (b)
[_]
_______________________________________________________________________
3    SEC USE ONLY

_______________________________________________________________________
4    SOURCE OF FUNDS

          WC
_______________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
_______________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

          NEW YORK
_______________________________________________________________________
		7    SOLE VOTING POWER

  NUMBER OF         693,458

   SHARES
_________________________________________________________________
		8    SHARED VOTING POWER
BENEFICIALLY
                    None
  OWNED BY

_________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         693,458

   PERSON
_________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    None

_______________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     693,458
_______________________________________________________________________


CUSIP No. 337610109         13D/A                    Page 3 of 11 Pages

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[_]
_______________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      8.4%
_______________________________________________________________________
14   TYPE OF REPORTING PERSON

     PN
=======================================================================
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          SMP ASSET MANAGEMENT LLC
_______________________________________________________________________
_______________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)
[X]
                                                                 (b)
[_]
_______________________________________________________________________
3    SEC USE ONLY

_______________________________________________________________________
4    SOURCE OF FUNDS

          OO
_______________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
_______________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

          DELAWARE
_______________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         693,458

   SHARES
_______________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    None
  OWNED BY
______________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

 

CUSIP No. 337610109          13D/A                  Page 4 of 11 Pages

 REPORTING         693,458

   PERSON
_________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    None

_______________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     693,458
______________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[_]
_______________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.4%
_______________________________________________________________________
14   TYPE OF REPORTING PERSON

     OO (LLC)
_______________________________________________________________________

The inclusion of SMP Asset Management LLC in this Statement shall not
be construed as an admission that such party is, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Statement.

=======================================================================
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          LAWRENCE J. GOLDSTEIN

_______________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)
[X]
                                                                 (b)
[_]

_______________________________________________________________________
3    SEC USE ONLY

_______________________________________________________________________
4    SOURCE OF FUNDS

          PF, OO
_______________________________________________________________________


CUSIP No. 337610109         13D/A                    Page 5 of 11 Pages

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

_______________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

          UNITED STATES
_______________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         705,458

   SHARES
_________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    None
  OWNED BY

_________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         705,458

   PERSON
_________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    None

_______________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     705,458

_______________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[_]

_______________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.5%
_______________________________________________________________________
14   TYPE OF REPORTING PERSON

     IN
_______________________________________________________________________




CUSIP No. 337610109         13D/A                    Page 6 of 11 Pages


_______________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         L.J. Goldstein & Company Incorporated Pension Plan
         13-3129010
_______________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)
[X]
                                                                 (b)
[_]
_______________________________________________________________________
3    SEC USE ONLY

_______________________________________________________________________
4    SOURCE OF FUNDS

          WC
_______________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

_______________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

          New York
_______________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         11,000

   SHARES
_________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    None
  OWNED BY

_________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         11,000

   PERSON
_________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    None

_______________________________________________________________________


CUSIP No. 337610109           13D/A                  Page 7 of 11 Pages

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     11,000
_______________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[_]
_______________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.13%
_______________________________________________________________________
14   TYPE OF REPORTING PERSON

     EP
______________________________________________________________________




                       THE FIRST YEARS INC. SCHEDULE 13D
                                 AMENDMENT NO. 10

Item 1.  Security and Issuer.

This statement on Schedule 13D (this "Statement") relates to the common
stock with $1.00 par value (the "Shares") of The First Years, Inc. (the
"Issuer").  The principal offices of the Issuer are located at One
Kiddie Drive, Avon, Massachusetts 02322-1171.

Item 2.   Identity and Background.

(a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Statement
is being filed by Santa Monica Partners, L.P., a New York limited
partnership ("Santa Monica Partners").  This Statement is also being
filed on behalf of SMP Asset Management LLC, a Delaware limited
liability company that acts as the general partner of Santa Monica
Partners ("SMP Asset Management"), Lawrence J. Goldstein, the president
and sole owner of SMP Asset Management, and L.J. Goldstein & Company
Incorporated Pension Plan, a pension plan for the benefit of Mr.
Goldstein (the "Pension Plan").

(b)-(c) The principal business of Santa Monica Partners is to invest in
securities with the objective of preserving principal, building net
worth, and achieving long-term capital growth for its investors.  The
principal business of SMP Asset Management is to provide investment
advice to and to manage the business and affairs of Santa Monica
Partners.  Mr. Goldstein's principal occupation is providing investment
advice to and supervising the business and affairs of SMP Asset
Management, and indirectly, Santa Monica Partners.  The Pension Plan
invests its assets for the purpose of funding retirement benefits


CUSIP No. 337610109           13D/A                  Page 8 of 11 Pages

for Mr. Goldstein. The principal business address of Santa Monica
Partners, SMP Asset Management, Mr. Goldstein and the Pension Plan
(collectively, the "Reporting Persons") is 1865 Palmer Avenue,
Larchmont, New York 10538.

(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.

(f) Mr. Goldstein is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration.

The source of all funds for purchases of the Shares by Santa Monica
Partners was the working capital of Santa Monica Partners.  The source
of all funds for purchases by SMP Asset Management was the working
capital of Santa Monica Partners, which is managed by SMP Asset
Management.  The source of all funds for purchases of Shares by the
Pension Plan was the working capital of the Pension Plan.  The source
of all funds for purchases by Mr. Goldstein in his individual capacity
was personal funds. In addition, Mr. Goldstein may be deemed to be the
beneficial owner of shares purchased by Santa Monica Partners and the
Pension Plan which were made with the working capital of Santa Monica
Partners and the Pension Plan, respectively. The personal funds and
working capital may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.

Item 4.  Purpose of Transaction.

The Reporting Persons have acquired the Shares for investment purposes
and intend to review on a continuing basis their investments in the
Issuer and may, depending upon their evaluation of the Issuer's
business and prospects and upon future developments, determine to
increase or decrease, or continue to hold as an investment, or dispose
of, the shares in the Issuer.  Santa Monica Partners (SMP) put forward
a proposal to the Board of Directors to lead to a privatization of the
Company at a value of $15 per share.  The reasons for the proposal are
presented in a letter to the Board of Directors which is attached as
Exhibit I (see item 7 - Materials to be filed as Exhibits).  A Letter
Agreement presenting terms and conditions is also attached in Exhibit
II (see item 7 - Materials to be filed as Exhibits).  In addition SMP
has given notice to The First Years in a letter that at the 2004 annual
meeting of stockholders of the Company it intends to nominate four



CUSIP No. 337610109           13D/A                  Page 9 of 11 Pages

persons to serve as directors of the Company.  The four nominees are
committed to increasing shareholder value.  The nominee's names,
addresses, ages and principal business occupations are disclosed in the
letter notice which is attached as Exhibit III (see item 7 - Materials
to be filed as Exhibits).

Item 5.  Interest in Securities of the Issuer.

(a) As of the date of this Schedule 13D, Santa Monica Partners
beneficially owns in the aggregate 693,458 Shares, constituting 8.4% of
the outstanding Shares. SMP Asset Management, as the sole general
partner of Santa Monica Partners, may be deemed indirectly to own
beneficially (as that term is defined in Rule 13d-3 under the Exchange
Act) the Shares in which Santa Monica Partners may be deemed to possess
direct beneficial ownership.  Mr. Goldstein, as president and sole
owner of SMP Asset Management, may be deemed to have indirect
beneficial ownership of the Shares which SMP Asset Management may
beneficially own.  Mr. Goldstein disclaims beneficial ownership of such
Shares for all other purposes.  Mr. Goldstein beneficially owns in his
individual capacity 1,000 Shares, constituting .01% of the outstanding
Shares.  In addition, the Pension Plan beneficially owns in the
aggregate 11,000 Shares, constituting .13% of the outstanding Shares,
and Mr. Goldstein may also be deemed to have indirect beneficial
ownership of the Shares which the Pension Plan beneficially owns.

(b) Santa Monica Partners has the sole power to vote or direct the vote
of 693,458 Shares and the sole power to dispose or direct the
disposition of such Shares.  SMP Asset Management, as sole general
partner of Santa Monica Partners, may be deemed to have the sole power
to vote or direct the vote of the Shares held by Santa Monica Partners,
and the sole power to dispose or direct the disposition of such Shares.
Mr. Goldstein, as president and sole owner of SMP Asset Management, may
be deemed to have the power to vote or to direct the vote and to
dispose or to direct the disposition of such Shares. Mr. Goldstein
possesses the sole power to vote and dispose of the 1,000 Shares
beneficially owned by him in his individual capacity.  In addition, the
Pension Plan has the sole power to vote or direct the vote of 11,000
Shares and the sole power to dispose or direct the disposition of such
Shares.  Mr. Goldstein, as trustee of the Pension Plan, may be deemed
to have the sole power to vote or direct the vote of the Shares held by
the Pension Plan and the sole power to dispose or direct the
disposition of such Shares.

(c) No Reporting Person effected transactions in shares of the issuer
during the past 60 days.

(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares covered by this Statement.

(e) Not applicable.




CUSIP No. 337610109           13D/A                Page 10 of 11 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between the Reporting Persons
and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, except as follows:  (i) the
partnership agreement of Santa Monica Partners contains provisions
whereby SMP Asset Management may, after certain adjustments, receive a
percentage of profits, if any, derived from Santa Monica Partner's
investments, and (ii) the terms of the Pension Plan provide for
benefits to be paid to Mr. Goldstein upon his retirement.

Item 7.  Material to be filed as Exhibits.

I.	Letter to members of the Board of Directors putting forward a
proposal to lead to a privatization of the Company at a value
of $15 per share.

II.	Letter Agreement to the Board of Directors presenting terms and
conditions of the proposal.

III.	Letter to Company clerk giving notice that SMP intends to
propose four nominees to serve as Directors of the Company, at
the 2204 annual meeting of stockholders of the Company.




                                   SIGNATURES


     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

Dated:  December 23, 2003
                                        SANTA MONICA PARTNERS, L.P.
                                        By: SMP ASSET MANAGEMENT LLC

                               	    By: /s/LAWRENCE J. GOLDSTEIN
                                       --------------------------------
                                       Lawrence J. Goldstein, President








CUSIP No. 337610109           13D/A                Page 11 of 11 Pages



                                        SMP ASSET MANAGEMENT LLC

                                        By: /s/LAWRENCE J. GOLDSTEIN
                                       --------------------------------
                                       Lawrence J. Goldstein, President


                                        /s/LAWRENCE J. GOLDSTEIN
                                       --------------------------------
                                       Lawrence J. Goldstein


                     L.J. GOLDSTEIN & COMPANY INCORPORATED PENSION PLAN

                                        By: /s/LAWRENCE J. GOLDSTEIN
                                       --------------------------------
                                        Lawrence J. Goldstein, Trustee




Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).

EX-1

EXHIBIT: 1
SANTA MONICA PARTNERS, L.P.
1865 PALMER AVENUE, LARCHMONT, NY 10538

(914) 833-0875 ~ FAX: (914) 833-1068
WWW.SMPLP.COM

LAWRENCE J. GOLDSTEIN


EMAIL: ljgoldstein@bloomberg.net


December 22, 2003

Members of the Board of Directors
The First Years Inc.
One Kiddie Drive
Avon, MA  02322-1171

Dear Members of the Board of Directors:

Following our meeting five months ago on July 24, 2003 we
have yet to see any tangible signs of progress towards
creating value for shareholders of the First Years Inc.  In
fact, on the very next day, after our meeting, you issued a
press release in which you lowered your previously issued
optimistic full year 2003 forecast of a "mid-single digit
increase in sales" down to sales for 2003 "to be at about
the same level as the prior year."  Furthermore, you
completely ignored the many suggestions made to you during
our July 24th meeting and most recently, this month,
completely disregarded the benefit to shareholders when you
had the opportunity to delay the quarterly dividend until
January 2, 2004, enabling shareholders to avoid having to
pay income taxes on such dividend until April 2005.  You
chose to blatantly ignore this advice, and worse yet,
refused to provide any rational reason for doing so.  Here
was an easy shareholder-friendly action to take, yet you
refused this simple request for shareholder value creation.

It is no wonder that independent directors choose not to
own shares of the First Years stock outright.  Directors
Richard Wenz and Beth Kaplan own no shares outright.  Jamie
Walker and Lew Weston own some shares, but this is only as
a result of exercising stock options (at bargain below
market price stock options).  Of course each of them have
thousands of stock options and, unlike ordinary
shareholders, could cash in nicely without taking any risk.



Perhaps most disturbing from a shareholder's perspective is
the fact that, in the 34 year public history of the company
of the nine Board Members, eight have never once purchased
shares in the open market.  That is one loud and resounding
vote of no confidence in their company and by both
Management and Members of the Board.

Moreover, despite extremely low valuation applied to the
Company in the market over the years, and in addition to
Directors not purchasing shares, not one Officer has ever
made a single disclosed open market purchase of shares in
the 30 year period in which we ourselves saw fit to invest
in 700,000 shares in the open market.

What's more, the shares that Directors and officers have
purchased have solely been through exercise of the generous
use of stock options.  These same stock options have served
to dilute the public shareholders stock value for many
years and as a result, transferred ownership of the company
from the public holders to insiders, in a very substantial
and material amount.  Suffice to say, this dilution will
continue to take place in the future as shares reserved for
additional options grants to insiders is very substantial.

We have asked Ron on several occasions, "why are you
public?"

The reasons to be public are to have access to raising
capital, to use stock as currency in transactions such as
acquisitions, and of course, to benefit from the
multiplier, a price-earnings ratio, which makes one dollar
of earnings worth many real dollars.  This company has
proven itself not to need access to capital markets and
instead actually hoards capital.  It makes no acquisitions
and has minimal capital expenditures.  It pays a meager
dividend compared with its significant free cash flow -
which only adds to its already substantial cash position.
Although the company brags of a multi-million dollar bank
credit line, it never utilizes it and disdains any use of
financial leverage to magnify profits.

We note last year the company earned a 15.6% Return on
Equity (ROE).  However, excluding the huge cash position,
the ROE exceeded 23.3%; yet the Board claims to see no way
of reinvesting in the business.  Given that the Board sees
no opportunities to put the money to use, it is remarkable
that it sees fit to keep adding to the abundant cash hoard,
and remains satisfied to earn less than a one percent
return, instead of giving it to shareholders who can
certainly put it to better use.

The fortress-like cash position places the company in the
position, in Avery Sewell fashion, of saving not only for a
rainy day, but an end of the world scenario.  We can't
understand this logic, nor have we been able to receive an
explanation for it.

As for increasing shareholder value by doing everything
possible to increase the earnings multiplier, the Company
does next to nothing.

Your shareholders, the owners of the business you run, are
increasingly frustrated with the extraordinary poor
performance over the past five years.  The Company has a
very limited institutional following.  What's more, the
Company doesn't court, encourage or attract any research
following.  The management, being so inaccessible, to not
even be willing to appear at broker sponsored industry
investor forums, defies the logic of your fiduciary
responsibility to maximize shareholder value.  The sparse
broker research coverage the Company once briefly enjoyed
came from the underwriters handling the sale of family
shares back in 1996.  The underwriters were only willing to
provide the mandatory research coverage for their
investment banking client for just so long.

Today, there is no research or analyst recommendations
available according to Bloomberg.

Investors today have no independent measure of growth
prospects or valuation expectations.  Furthermore, as a
result of the lack of independent coverage you have been
forced to provide investors with quarterly announcements of
expectations for the year's sales and earnings prospects -
most recently flat sales again in 2003, and no comment for
2004.

In meeting with you on July 24, 2003, I urged you to take
initiatives to increase sales and suggested some nineteen
such ideas that you could have easily undertaken.  You
acted upon none.  I urged you to reinvest in the business
in order to generate sales growth and suggested, for
example, hiring additional product development personnel
and managers with international sales experience and know-
how.  You chose to ignore this as well.  I urged you to buy
in stock and/or increase the dividend to the extent that
all free cash flow and a good portion of the huge cash
hoard be paid to shareholders.  Especially in light of the
new low 15% capital gains and dividend tax rate.  You chose
to ignore this suggestion too.

In previous communications and conversations with Ron
Sidman, we expressed our belief that the only other way of
maximizing shareholder value after a dismal five years of
lackluster performance is to take the company private.

After multiple conversations, attempted conversations and
much correspondence with Ron Sidman and after visits to
company headquarters, we are amazed by the lack of
enthusiasm or candor with respect to support for any idea
or suggestion we have put forth.  We have even asked Ron,
"why be public?" as noted above.  Like the vast majority of
shareholders, Ron and we too found the experience of public
stagnation unrewarding and probably even a drag on
recruitment, incentive and acquisition opportunity.  In
light of the above, we are perplexed that the Board has not
taken the initiative to create value through privatization
as clearly the best strategic alternative for the Company.

Accordingly, Santa Monica Partners, L.P. has elected to put
forward a proposal to the Board of Directors to lead to a
privatization of the Company at a value of $15 per share.
As previously stated, we have no interest in launching a
"hostile" bid.  However, we believe that our proposal will
meet with overwhelming shareholder support.  Furthermore,
we believe that under a privatized structure, management
will become true partners in the ownership of the First
Years.

The attached letter, which we present for signature and
approval, outlines the key terms of our all cash proposal.
As owners of over 8% of the First Years, we are keenly
aware of the obligation to maximize shareholder value.
Whether the creation of shareholder value occurs through
our proposed transaction or a superior alternative
preferred by the Board, the time for action in now.

Warmly,



Lawrence J. Goldstein


1


CONFIDENTIAL

EX-2

December 21, 2003

Mr. Ronald J. Sidman
Chairman of the Board, Chief Executive Officer,
and President
The First Years Inc.
One Kiddie Drive
Avon, MA  02322-1171

Letter Agreement

Dear Mr. Sidman:

The following letter agreement is presented to you
with the understanding that the only obligation is
for both parties to carry out discussions in good
faith.  We believe it is important for the management
of The First Years, Inc. to participate in this
proposal and it is a condition of our proposal that
management support the transaction.

1)	Consideration.  Based on the available public
information and our discussions with management,
the consideration per share payable for each share
of common stock of The First Years, Inc. acquired
in the acquisition would be $15 per share payable
in cash at the closing (the "Consideration").
Whether the Consideration can be higher than this
will depend on the outcome of our due diligence
review of non-public information on the Company.
The transaction would be structured as a tender
offer with a back-end merger.

2)	Due Diligence Investigation.  From the date this
letter is executed through a date forty-five days
thereafter (the "Due Diligence Period") your
management team will work with representatives of
Santa Monica Partners, L.P. and its in conducting
our due diligence investigation.  During the Due
Diligence Period, the Company will permit Santa
Monica Partners, L.P. and its representatives to
have access during business hours to the Company's
premises, books and records, and key management
employees.  The purpose of the Due Diligence
Period is to build an accurate financial model
with management to ascertain whether there is any
room to increase the Consideration and to confirm
that the business prospects are consistent with
the publicly available information.

3)	Exclusivity Period.  During the Due Diligence
Period, Santa Monica Partners, L.P. and its
associates will be committing considerable time
and expense to completing the work necessary to
sign a definitive agreement.  As an incentive to
Santa Monica Partners, L.P to spend the time and
resources on this investment opportunity, the
Company hereby agrees that during the Due
Diligence period it shall refrain from soliciting
any offers from third parties for the acquisition
of all or any part of the assets, securities or
business of the Company.  Notwithstanding the
foregoing, in the event that the Company receives
an unsolicited inquiry from a third party
regarding the purchase of the Company, the Company
may respond to such inquiry consistent with its
fiduciary duty, provided that the Company inform
Santa Monica Partners, L.P. of the receipt and
nature (including all substantive terms of any
such proposal) of such unsolicited inquiry.

4)	Confidentiality.  Santa Monica Partners, L.P. will
agree to enter into a Confidentiality Agreement
that will prohibit disclosure of information
provided by the Company as part of the due
diligence Investigation.  Santa Monica Partners,
L.P. will agree to a Standstill Agreement that
will prohibit Santa Monica Partners, L.P. from
acquiring additional The First Years, Inc. common
stock during the Due Diligence Period.  Santa
Monica Partners, L.P. will not be restricted under
these agreements from making an offer to acquire
The First Years, Inc. or a lock-up agreement
beyond the Due Diligence Period.  Notwithstanding
this paragraph 5, the parties may disclose
information as may be required by law.

5)	Termination.  In the event that a definitive
acquisition agreement has not been entered into by
the end of the Due Diligence Period, either party
may terminate this letter agreement without
liability to the other party.

If the foregoing terms and conditions are acceptable,
please sign where indicated below.  We very much look
forward to working with you and your team on this
transaction and are confident that not only can we
create significant short term shareholder value, but
also create the right environment within which the
Company can flourish in the future.


Yours sincerely,




Lawrence J. Goldstein
Santa Monica Partners, L.P.




Agreed:




__________________________________________________
Ronald J. Sidman
Chairman of the Board, Chief Executive Officer, and
President
The First Years, Inc.



Letter Agreement
December 21, 2003
Page 2 of 3




SANTA MONICA PARTNERS, L.P.
1865 PALMER AVENUE, LARCHMONT, NY 10538

(914) 833-0875 ~ FAX: (914) 833-1068
WWW.SMPLP.COM

LAWRENCE J. GOLDSTEIN


EMAIL: ljgoldstein@bloomberg.net

EX-3

December 23, 2003

Ms. Evelyn Sidman
Clerk
The First Years Inc.
One Kiddie Drive
Avon, MA  02322

Dear Ms. Sidman:

Santa Monica Partners, L.P. (the "Partnership") owns of record
300 shares of The First Years, Inc. (the "Company") and
beneficially own an additional 693,158 shares.  The Partnership
hereby gives notice that at the 2004 annual meeting of
stockholders of the Company, it intends to nominate four persons
to serve as directors of the Company and to propose that the
Company's poison pill be redeemed.  All of our nominees except
me are independent of the Partnership.  The Partnership also
intends to propose that stockholders vote to remove one or more
directors from office.

The Partnership has put forward a proposal to the Board of
Directors to lead to a privatization of the Company.  The
Partnership believes that the election of its nominees, the
removal of certain directors and the redemption of the Company's
poison pill will expedite the process of maximizing stockholder
value.  Our nominees are as follows:

Martin E. Fogelman (Age 59), 5173 Suffolk Drive, Boca Raton, FL
33496
Since April 1, 2003, Mr. Fogelman has been a consultant to the
baby products industry; He is president of Baby Trend Products,
Inc., a marketer of infant gear; From 1986-2003, he was Senior
Vice President and General Merchandise Manager of Toys "R" Us
and Babies "R" Us Juvenile Products.  Mr. Fogelman was
responsible for building the merchandise assortment for Babies R
Us, the most successful infant products retailer in America.

Janet M. Emerson (Age 55), 56 Cutter's Ridge Road, Carlisle, MA
01741
Since November 2003, Ms. Emerson has been Executive Vice
President of "Chadwick's of Boston" and "Lerner", catalog
retailers.  Ms. Emerson was President of Kids "R" Us from 2000-
2003.  She also was a member of the Toys "R" Us Executive
Committee.  Ms. Emerson was President and CEO of Learningsmith,
Inc. from 1995-2000. Prior thereto she held positions including
Senior Vice President of Strategic Planning at Federated
Department Stores 1991-1993, Senior Vice President, Jordan
Marsh, Vice President, Marshall's and President of Keds Shoes, a
division of Stride-Rite.
Mark B. Mazur (Age 44), Ambassador Capital Group, L.L.C., 320
Park Avenue 28th Floor, New York, NY  10022
Since January 2001, Mr. Mazur has been a founding member of
Ambassador Capital Group, L.L.C., a private investment and
advisory firm providing corporations with capital, business
development and strategic planning advice. Prior thereto, Mr.
Mazur was a consultant in the healthcare and financial services
fields. Mr. Mazur is a consultant to Martin J. Wygod, Chairman
and CEO of WebMD.  From 1987-1996, Mr. Mazur was employed
primarily at Goldman Sachs.  His last position was as vice
president responsible for the Euro-dollar bond business.   Mr.
Mazur is involved in many charitable and educational
organizations and is a director of The Marcellus Viley
Foundation, which assists underprivileged youths in urban areas.
He is a member of the New York State Governor's Advisory
Committee on Managed Long Term Care and serves on a variety of
committees at Columbia College.

Lawrence J. Goldstein (Age 67), 1865 Palmer Avenue, Larchmont,
NY  10538
Since 1982, Mr. Goldstein has been President of SMP Asset
Management LLC and the General Partner of Santa Monica Partners,
L.P., a private investment partnership.  From 1989-1999, he was
an investment manager of the Michigan Business School Growth
Fund.  From 1959-1982, Mr. Goldstein was a First Vice President
of Drexel Burnham Lambert and general partner of its
predecessor, Burnham and Company. Mr. Goldstein is a director of
American Locker Group, FRMO Corp., Star Struck LTD, and Advance
Processing & Imaging, Inc.

Neither Mr. Fogelman, Mr. Mazur nor Ms. Emerson owns any shares
of the Company.  I own beneficially and of record a total of
1,000 shares of the Company.  The LJ Goldstein & Company
Incorported Pension plan of which I am trustee owns beneficially
11,000 shares of the Company.  The Partnership knows of no other
stockholder who has committed to support the election of the
above persons, the removal of any directors or its proposal to
redeem the Company's poison pill.  I hereby consent to being
named in the proxy statement as a nominee and to serving as a
director if elected.  The consents of Mr. Fogelman, Mr. Mazur
and Ms. Emerson are being sent to you under separate cover.

The Partnership intends to solicit proxies from all stockholders
on all matters to be voted upon at the Company's annual meeting.

Please advise us promptly if you believe there are any
deficiencies with respect to this notice.


Very Truly Yours,



Lawrence J. Goldstein








I hereby consent to being named in the proxy statement as a
nominee of Santa Monica Partners, L.P., and I agree to serve as
a director of The First Years, Inc., if elected.



	_______________________________________
___
	Signature					Date






































AFFIDAVIT


Pursuant to Section 240.14a-7(c)(2):

I, Lawrence J. Goldstein, affirm that:

(1)	I intend to solicit stockholders in respect to
any matters that may come before the 2004 annual meeting of The
First Years, Inc. (the "Company").

(2)	I will not use the information from the Company's
stockholder list for any purpose other than to solicit
stockholders with respect to the Company's annual meeting for
2004.

(3)	I will not disclose such information to any
person other than a beneficial owner of the Company or to his or
her employee or agent to the extent necessary to effectuate any
communication or solicitation.


						________________________________
						Lawrence J. Goldstein



Page 5 of 5

Stocks overlooked or ignored by otherwise intelligent investors TM
Exhibit III
SANTA MONICA PARTNERS, L.P.
1865 PALMER AVENUE, LARCHMONT, NY 10538

(914) 833-0875 ~ FAX: (914) 833-1068
WWW.SMPLP.COM

LAWRENCE J. GOLDSTEIN


EMAIL: ljgoldstein@bloomberg.net