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


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CONFIDENTIAL