SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                              THE FIRST YEARS INC.
                            (Name of Subject Company)

                              THE FIRST YEARS INC.
                                    (Issuer)
            (Names of Filing Persons (identifying status as offeror,
                            issuer or other person))

                     COMMON STOCK, PAR VALUE $.10 PER SHARE
             (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)

                                    337610109
                      (CUSIP Number of Class of Securities)

                                  JOHN R. BEALS
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                              THE FIRST YEARS INC.
                                ONE KIDDIE DRIVE
                         AVON, MASSACHUSETTS 02322-1171
                                 (508) 588-1220
  (Name, Address and Telephone Number of Persons Authorized to Receive Notices
                 and Communications on Behalf of filing persons)

                                   COPIES TO:
                          STANFORD N. GOLDMAN, ESQUIRE
               MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
                              ONE FINANCIAL CENTER
                           BOSTON, MASSACHUSETTS 02111
                                 (617) 542-6000

                            CALCULATION OF FILING FEE
        Transaction Valuation                        Amount of Filing Fee*
        ---------------------                        --------------------
        Not Applicable                               Not Applicable

* Pursuant to General Instruction D to Schedule TO, no filing fee is required.

       [ ] Check the box if any part of the fee is offset as provided by Rule
       0-11(a)(2) and identify the filing with which the offsetting fee was
       previously paid. Identify the previous filing by registration statement
       number, or the Form or Schedule and the date of its filing.

       Amount Previously Paid:________________   Filing Party:__________________
       Form or Registration No.:______________   Date Filed:____________________

       [X] Check box if the filing relates solely to preliminary communications
       made before the commencement of a tender offer.

       Check the appropriate boxes below to designate any transactions to which
       the statement relates:
       [_] third party tender offer subject to Rule 14d-1.
       [X] issuer tender offer subject to Rule 13e-4.
       [_] going-private transaction subject to Rule 13e-3.
       [_] amendment to Schedule 13D under Rule 13d-2.

       Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]


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         This Issuer Tender Offer Statement on Schedule TO relates to the issuer
tender offer of The First Years Inc., a Massachusetts corporation, to purchase
up to 900,000 shares of its common stock, $.10 par value per share, including,
after November 30, 2001, the associated common stock purchase rights issued
pursuant to the Common Stock Rights Agreement dated as of November 19, 2001
between The First Years Inc. and EquiServe Trust Company, N.A. as Rights Agent.
The First Years Inc. is offering to purchase these shares at a price not less
than $10.65 and not more than $12.65 per share. This Issuer Tender Offer
Statement on Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.

Item 12                    Exhibit

(a)(5)                     Press Release, dated November 19, 2001


                                       2

                                    SIGNATURE

After due 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.



                                            THE FIRST YEARS, INC.*


                                            By: John R. Beals
                                                Senior Vice President, Chief
                                                Financial Officer and Treasurer




Date: November 19, 2001

* Pursuant to General Instruction D to Schedule TO, no signature is required.


                                       3

                                  EXHIBIT INDEX

EXHIBIT NUMBER                         DESCRIPTION
- --------------                         -----------

(a)(5)                                 Press Release, dated November 19, 2001


                                       4

EX-99.(A)(5)

                                                                  EXHIBIT (a)(5)

THE FIRST YEARS INC. BOARD APPROVES TENDER OFFER

AVON, Mass., Nov. 19  -- The First Years Inc. (Nasdaq: KIDD) (the "Company "), a
leading marketer of products for infants and toddlers, today announced that its
Board of Directors has unanimously authorized a modified "Dutch Auction" tender
offer to repurchase up to 900,000 shares of the Company's common stock, at a
price of not less than $10.65 and not more than $12.65 per share. The closing
price of the Company's stock on November 16, 2001 was $10.30.

Under the proposed tender offer, the Company would invite its shareholders to
tender the shares at prices specified by the tendering shareholders not in
excess of the range of prices noted above. There is no certainty that the
Company will purchase all shares tendered in the offer, and in the event of an
over-subscription within the specified range, the Company would accept shares on
a pro rata basis. The tender offer will be subject to various terms and
conditions described in the offering materials to be mailed on or about November
21, 2001 to the Company's shareholders of record as of November 19, 2001.

A self-tender would make a portion of the Company's cash resources available to
those shareholders who wish to participate. The Company is making the offer
because its Board of Directors believes that, given The First Years' current
financial condition and outlook, the shares purchased pursuant to the tender
offer are an attractive investment for the Company. The Company has been advised
by its officers and directors that they do not intend to tender any shares of
common stock pursuant to this tender offer.

Separately, the Board of Directors has authorized the adoption of a
Shareholder's Rights Plan. Under the Plan, Common Stock purchase rights will be
distributed as of the close of business on November 30, 2001. The Rights will be
exercisable only if a person or group acquires or announces a tender or exchange
offer which, if successfully consummated, would result in such person or group
owning 15% or more of the outstanding Common Stock of the Company. Each Right,
once exercisable, will allow the Company's non-acquiring shareholders to
purchase, at a price of $25.00 per Right, common stock of the Company having a
market value of $50.00. The Company will generally be entitled to redeem the
Rights at $0.10 per Right at anytime until a person or group has acquired a 15%
stock position. The Rights will expire on November 19, 2006 unless earlier
redeemed or exchanged. The initial distribution of Rights is not taxable to
shareholders.

A summary of the Rights containing additional details on the plan will be mailed
to shareholders of record on or shortly after November 30, 2001, and may also be
found in Form 8-A filed with the Securities and Exchange Commission.

About The First Years

The First Years Inc. is a leading international marketer of feeding, soothing,
play and care products for infants and toddlers. The Company's distinctive
brands include: "The First Years"; licenses from the Walt Disney Company: and
"Sesame Street", licensed from the Sesame Workshop.




Included in this release are certain "forward-looking" statements, involving
risks and uncertainty, which may be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward- looking statements
are typically identified by the words: would, believe, expect, anticipate,
intend, are confident, estimate and similar expressions, which by their nature
refer to future events. Actual future results may differ materially from those
anticipated, depending on a variety of factors, which include, but are not
limited to, sales trends of The First Years Brand and licensed products, the
success of new Disney character refreshed graphics, continued success of market
research identifying new product opportunities, successful introduction of new
products, continued product innovation, the success of new enhancements to the
Company's brand image, growth in international sales, ability to attract and
retain key personnel, and growth in sales and earnings. Information with respect
to risk factors are contained in Exhibit 99 to the Company's Annual Report on
Form 10-K as filed with the Securities and Exchange Commission on April 2, 2001.
Readers should not place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company does not intend to update
the information contained in this press release, except as required by law.

The tender offer described in this announcement has not yet commenced. Upon
commencement, the Company will file with the Securities and Exchange Commission
(the "SEC") a Tender Offer Statement on Schedule TO (including an Offer to
Purchase, a Letter of Transmittal and other related offer documents).
Shareholders of the Company are strongly advised to read the Tender Offer
Statement and other related documents when they become available because they
will contain important information about the tender offer. The Tender Offer
Statement and related documents will be available without charge at the SEC
website at www.sec.gov and will be delivered without charge to all eligible
shareholders of the Company. Additional copies of these documents will be made
available by the Company without charge to all eligible shareholders of the
Company who contact the Company as instructed in those documents. The Company
strongly advises shareholders to consult their own tax and financial advisors
before making any decision about the tender offer.