UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

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

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      Rule 14a-6(e)(2))
|_|   Definitive Proxy Statement
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|X|   Soliciting Material Pursuant to ss.240.14a-12


                              THE FIRST YEARS INC.
                (Name of Registrant as Specified In Its Charter)


    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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                                        Filing pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934

                                 Filer and Subject Company: The First Years Inc.
                                             Exchange Act File Number: 000-07024


On June 7, 2004, The First Years Inc. issued the following press release:

                THE FIRST YEARS INC. ENTERS INTO MERGER AGREEMENT
                WITH RC2 CORPORATION FOR $18.60 PER SHARE IN CASH

Avon, Massachusetts - June 7, 2004 - The First Years Inc. (NASDAQ: KIDD), a
leading marketer of parenting products for infants and toddlers, today announced
that it has entered into a definitive merger agreement with RC2 Corporation.
Stockholders of the Company will receive $18.60 in cash upon completion of the
merger for each share of common stock then outstanding. The merger agreement
provides for the merger of an affiliate of RC2 with and into the Company.
Following the merger, the Company will be a wholly-owned subsidiary of RC2.

As a result of the pending transaction, the Company will hold a special meeting
of its stockholders for the purpose of voting on the merger agreement instead of
its regular annual meeting. Completion of the merger is subject to certain
closing conditions, including the approval of the Company's stockholders and no
material adverse change in the banking or capital markets that affects RC2's
financing commitments or alternative financing for the transaction. The Company
currently anticipates that the merger will be completed in the third quarter of
2004.

Commenting on the proposed transaction, Ronald J. Sidman, Chairman and Chief
Executive Officer of the Company, stated, "We are pleased to have reached a
definitive agreement with RC2 Corporation following the Company's review of its
strategic alternatives over the past several months. We believe that the
proposed transaction will allow our stockholders to realize the significant
value created in our company over the past 52 years. Our mission has always been
to help parents make their child's first years the best they can be, and we
expect to continue this tradition as part of RC2's broader platform following
the merger."

Goldman, Sachs & Co. served as financial advisor for The First Years.

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(R)," licensed from the Sesame Workshop.



Forward-Looking Statements

Included in this release are certain "forward-looking" statements which are
covered by the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995, including statements regarding the proposed transaction with
RC2. Such statements are subject to certain risks and uncertainties that may
cause actual results to differ materially from those referred to or implied by
such statements. These risks and uncertainties include, but are not limited to:
the failure of the parties to satisfy the closing conditions in the merger
agreement; the risk that the conditions to the receipt by RC2 of the proceeds
from its financing commitments will not be satisfied; the possibility that the
Company's stockholders will not approve the merger agreement; disruptions to the
Company's business as a result of the announcement and pendency of the merger;
trends in sales of The First Years brand and licensed products; continued
maintenance of favorable license arrangements; the Company's ability to retain
customer and vendor relationships and key personnel; and other risks described
from time to time in the Company's filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
expressly disclaims any responsibility to update forward-looking statements.

Additional Information About the Merger

The First Years Inc. will be filing documents concerning the merger with the
Securities and Exchange Commission, including a proxy statement which will be
distributed to stockholders of the Company. Investors are urged to read the
proxy statement when it becomes available and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. Investors may obtain a copy of
the proxy statement, as well as other filings of the Company, free of charge on
the SEC's Internet site (http://www.sec.gov). In addition, documents filed by
the Company with the SEC can be obtained, without charge, by directing a request
to The First Years Inc., One Kiddie Drive, Avon, Massachusetts 02322, Attention:
Investor Relations, telephone: 508-588-1220.

Participants in this Transaction

Directors and executive officers of the Company may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company in
connection with the merger. Information about the directors and executive
officers of the Company and their ownership of the Company's common stock is set
forth in the Company's Annual Report on Form 10-K/A, as filed with the SEC on
April 29, 2004. Additional information regarding the interests of those
participants may be obtained by reading the proxy statement regarding the
proposed merger when it becomes available.