EXHIBIT 20.1

                        [Form of Letter to Shareholders]

                        [The First Years Inc. Letterhead]

                               November __, 2001

Dear Shareholder:

         On November 19, 2001, your Board of Directors adopted a Shareholder
Rights Plan designed to prevent an acquiror from gaining control of The First
Years Inc. without offering a fair price to all of The First Years shareholders.
Under the terms of the Shareholder Rights Plan, the Board of Directors has
declared a distribution of Common Stock Purchase Rights, payable to holders of
record of The First Years Common Stock on November 30, 2001. The attached
"Summary of Common Stock Purchase Rights" will provide you with the relevant
information regarding these Rights, and we urge you to read it carefully. Until
the Distribution Date described in the attached Summary, the Rights will be
evidenced by the certificates for shares of your outstanding Common Stock. You
will not be receiving any further evidence of the Rights at this time.

         The Shareholder Rights Plan is intended to protect your interests in
the event you or The First Years are confronted with coercive or unfair takeover
practices. The Stockholder Rights Plan contains provisions to safeguard you in
the event of an unsolicited offer to acquire The First Years, including offers
that do not treat all shareholders equally, the acquisition in the open market
or otherwise of shares constituting control without offering fair value to all
shareholders, and other abusive takeover practices which the Board believes are
not in the best interests of The First Years' shareholders. These practices can
be used to unfairly pressure shareholders to accept an inadequate takeover
proposal or to prevent the Board of Directors from developing alternatives to
such a proposal.

         The Shareholder Rights Plan is not intended to prevent a takeover of
The First Years on terms that are favorable and fair to all shareholders. The
Shareholder Rights Plan is designed to deal with the very serious problem of
unilateral actions by hostile acquirors which are calculated to deprive The
First Years' Board of Directors and its shareholders of their ability to
determine the destiny of The First Years without paying or offering to pay fair
value to all shareholders. However, the mere declaration of the rights dividend
should not deter any prospective purchaser willing to make a full and fair offer
for shares of the Company or from negotiating with the Board and it certainly
will not interfere with a merger or other business combination transaction
approved by the Board.

         The Rights are not being distributed in response to any effort to
acquire control of The First Years, and the Board of Directors is not aware of
any such effort. The Shareholder Rights Plan has been adopted in order to
strengthen the ability of the Board to protect your interests.

         Issuance of the Rights does not in any way weaken The First Years
financial strength or interfere with its business plans. The issuance of the
Rights will not dilute reported earnings per share, is not taxable to The First
Years or to you under U.S. law, and will not change the way in which you can
currently trade your shares in The First Years. The Rights will be exercisable
only if certain events occur. You are not required to take any action in
connection with the adoption of the Shareholder Rights Plan. However, you should
keep the attached Summary with your First Years Common Stock certificates.


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         We believe that substantial long-term value will be realized by The
First Years and we are working hard to achieve that value. In adopting the
Shareholder Rights Plan, we have expressed our determination that you, our
shareholders, be given every opportunity to participate fully in that value.

                                 For the Board of Directors,

                                 Very truly yours,



                                 Ronald J. Sidman
                                 Chairman, President and Chief Executive Officer


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                     SUMMARY OF COMMON STOCK PURCHASE RIGHTS

         On November 19, 2001, The First Years Inc. (the "Company"), declared
a dividend of one common stock purchase right (a "Right") for every outstanding
share of the Company's common stock, $0.10 par value per share (the "Common
Stock"). The Right will be distributed on or about November 30, 2001 to
shareholders of record as of the close of business on November 30, 2001 (the
"Dividend Record Date"). The terms of the Rights are set forth in a Common Stock
Rights Agreement (the "Rights Agreement") between the Company and EquiServe
Trust Company, N.A., as rights agent (the "Rights Agent"). The Rights Agreement
provides for the issuance of one Right for every share of Common Stock issued
and outstanding on the Dividend Record Date and for each share of Common Stock
which is issued after that date and prior to the Distribution Date (as defined
below).

         Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement or disclosure that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date") or (ii) 10 business days following the commencement of a tender offer or
exchange offer that may result in a person, entity or group becoming an
Acquiring Person.

         Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

         The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 19, 2006, unless earlier redeemed
by the Company as described below (such date upon which Rights are no longer
exercisable is hereinafter referred to as the "Expiration Date").

         As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates alone will
represent the Rights. Rights shall be issued in respect of all shares of Common
Stock that are issued (whether originally issued or from the Company's treasury)
after the Record Date but prior to the earlier of the Distribution Date or the
Expiration Date.

         At any time following the Distribution Date, if (i) the Company is the
surviving corporation in a merger with an Acquiring Person and its Common Stock
is not changed or exchanged, (ii) a person, entity or group becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of Common Stock
which the Board determines to be fair to, and otherwise in the best interests
of, the Company and its shareholders), (iii) an Acquiring Person engages in one
or more "self-dealing" transactions as described in the Rights Agreement, or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., a reverse stock split), each holder of a Right will thereafter
have the right to acquire, upon exercise, that number of shares of Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a market value of two times the exercise price of the Right.
However, Rights are not exercisable following the occurrence of any of the
events set forth above until


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such time as the Rights are no longer redeemable by the Company as set forth
below. Notwithstanding any of the foregoing, following the occurrence of any of
the events described in this paragraph, all Rights that are, or under certain
circumstances specified in the Rights Agreement were, beneficially owned by an
Acquiring Person will be null and void. The events set forth in this paragraph
are referred to as "Section 11(a)(ii) Events."

         In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger which follows an offer determined by the Board of Directors to be fair as
described in clause (ii) of the preceding paragraph), or (ii) more than 50% of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right, upon exercise, to acquire that number of shares of
common stock of the acquiring company having a market value of two times the
exercise price of the Right.

         At any time after the occurrence of a Section 11(a)(ii) Event, the
Board may exchange the Rights (other than Rights owned by an Acquiring Person),
in whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment) unless an Acquiring Person obtains 50% or more of the
Company's Common Stock.

         The exercise price of the Rights, and the number of shares of the
common stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for shares of the Common
Stock or convertible securities at less than the current market price of the
Common Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding cash dividends paid out of the
earnings or retained earnings of the Company and certain other distributions) or
of subscription rights or warrants (other than those referred to above).

         With certain exceptions, no adjustment in the exercise price of the
Rights will be required until cumulative adjustments equal at least 1% of such
price. The Company is not obligated to issue fractional shares of any securities
upon the exercise or the Rights. Rather, at the election of the Company an
adjustment in cash may be made based on the market price of such securities on
the list trading date prior to the date of exercise.

         In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date, at a
price of $0.10 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.10 per Right redemption price.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as described above.

         Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After such
event, the provisions of the Rights Agreement may be


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amended by the Board of Directors in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights
(excluding title or interests of any Acquiring Person), or to change any time
period for redemption or any other time period under the Rights Agreement.

         The Rights Agreement, dated as of November 19, 2001 between the
Company and EquiServe Trust Company, N.A., as rights agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.


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