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

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 29, 2000

                         Commission file number 1-11609
                               TOYS "R" US, INC.
                  Incorporated pursuant to the Laws of Delaware

        Internal Revenue Service - Employer Identification No. 22-3260693
                  225 Summit Avenue, Montvale, New Jersey 07645
                                 (201) 802-5000

           Securities Registered Pursuant to Section 12(b) of the Act:
      Title of each class           Name of each  exchange on  which  registered
      -------------------           --------------------------------------------
 Common  Stock,  $.10 par value                  New York Stock Exchange

Registrant  has  filed all  reports  to be filed by  Section  13 or 15(d) of the
Securities  Exhange  Act of 1934  during  the  preceding  12 months and has been
subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

At  April  10,  2000,  the  aggregate  market  value  of  voting  stock  held by
non-affiliates  was  $3,216,995,592  based on the  224,768,251  shares of Common
Stock which were outstanding at that date.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the  Registrant's  Annual Report to Stockholders for the fiscal year
ended January 29, 2000 are incorporated by reference into Parts I and II of this
Form 10-K.

Portions  of  the  Registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Stockholders to be held June 7, 2000 are incorporated by reference into Part III
of this Form 10-K.


<PAGE>

                                      INDEX
                                      -----

                                                                           PAGE
                                                                           ----

PART I.

Item 1.    Business ......................................................   2
Item 2.    Properties ....................................................   9
Item 3.    Legal Proceedings .............................................   10
Item 4.    Submission of Matters to a Vote of Security Holders ...........   11

PART II.

Item 5.    Market for the Registrant's Common Stock
                   and Related Stockholder Matters .......................   11
Item 6.    Selected Financial Data .......................................   11
Item 7.    Management's Discussion and Analysis of
                   Results of Operations and Financial Condition .........   11
Item 7a.   Qualitative and Quantitative Disclosures About Market Risk ....   11
Item 8.    Financial Statements and Supplementary Data ...................   12
Item 9.    Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure ................   12

PART III.

Item 10.   Directors and Executive Officers of the Registrant ............   13
Item 11.   Executive Compensation ........................................   15
Item 12.   Security Ownership of Certain Beneficial
                   Owners and Management .................................   15
Item 13.   Certain Relationships and Related Transactions ................   16

PART IV.

Item 14.   Exhibits, Financial Statement Schedules, and Reports
                   on Form 8-K ...........................................   16


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<PAGE>

                                     PART I
                                     ------

ITEM 1. BUSINESS

      Toys "R" Us, Inc.  and its  subsidiaries  (the  "company")  is the world's
leading  resource on kids,  families and fun,  bringing  toys,  apparel and baby
needs to children and their  families.  As of January 29, 2000,  the company was
engaged in the  operation  of 1,548  retail  stores  consisting  of 1,086 United
States  locations  comprised of 710 toy stores under the name "Toys "R" Us," 205
children's  clothing  stores  under the name  "Kids "R" Us," 131  infant-toddler
stores under the name "Babies "R" Us", and 40 educational specialty stores under
the name  "Imaginarium."  Internationally,  the company operates 462 toy stores,
including franchise and joint venture stores,  under the name "Toys "R" Us." The
company also sells merchandise through its Internet sites at www.toysrus.com and
www.imaginarium.com   and  through  mail  order   catalogues.   The  company  is
incorporated in the state of Delaware.

(a) General Development of the Business

Acquisition of Imaginarium Toy Centers, Inc.

On August 20, 1999, the company acquired all of the capital stock of Imaginarium
Toy Centers, Inc., ("Imaginarium") a leading educational specialty retailer, for
approximately $43 million in cash and the assumption of certain liabilities. The
company  believes this  acquisition  will accelerate its strategy to establish a
leadership  position in the learning and educational  category by  incorporating
"Imaginarium"  sections into certain existing and future C-3 format stores. This
new  division  operated  40  leased  store  locations  in 13  states  under  the
"Imaginarium"  brand name as of January 29, 2000. The company  accounted for the
acquisition  under  the  purchase  method  of  accounting  and  the  results  of
Imaginarium  operations  have been  combined  with those of the company from the
date of  acquisition.  The  operating  results of  Imaginarium  from the date of
acquisition are not material to the overall results of the company.

On-line Retailing Strategic Initiatives

The company  announced  several major strategic  initiatives  regarding  on-line
retailing,  as part of the  company's  strategy to become a global leader in the
on-line retail market for toys and children's  products.  Although on-line sales
currently represent only a very small percentage of the overall toy business, it
is a rapidly  growing retail  channel.  Over the next five years,  the number of
on-line users around the world are  forecasted to increase more than  three-fold
to  over  400  million.  The  key  initiatives  included  the  establishment  of
Toysrus.com as a separate subsidiary of the company, a partnership with SOFTBANK
Venture  Capital and  affiliates  that  included an investment of $57 million in
Toysrus.com,  and the  acquisition  of a 500 thousand  square foot  distribution
center  dedicated  solely  to  the  fulfillment  of  orders  placed  by  on-line
customers.  Toysrus.com also plans to add two additional distribution centers in
time  for the  2000  Holiday  season.  During  the  last  few  months  of  1999,
Toysrus.com  became one of the fastest  growing web sites on the  Internet.  The
company plans to continue strategic  investments in Toysrus.com to capitalize on
the company's  brand names,  brick and mortar assets,  and  SOFTBANK's  internet
expertise  to  achieve  the goal of making  Toysrus.com  a global  leader in the
on-line retail market for toys and children's  products.  For further discussion
of  Toysrus.com


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<PAGE>

refer to  Management's  Discussion  and  Analysis of Results of  Operations  and
Financial Condition on pages 21 to 24 in the company's 1999 Annual Report.

Restructuring and Other Charges

      During 1998, the company announced strategic initiatives to reposition its
worldwide business. These strategic initiatives included the reformatting of its
toy stores in the United States into the  company's new C-3 format,  the closing
of nine underperforming toy stores in the United States and the restructuring of
the company's International operations, including the closing and/or disposition
of approximately 50 toy stores,  primarily in Continental  Europe. The strategic
initiatives  also included the planned  conversion of  approximately 28 existing
toy stores in the United States into Toys "R" Us/Kids "R" Us combo stores in the
C-3 format in conjunction  with the closing of  approximately 31 nearby Kids "R"
Us stores. The strategic plans also included the closing of several distribution
centers and  administrative  offices  worldwide  with their  functions  absorbed
within the remaining support  structure.  Finally,  the company recorded certain
changes in accounting estimates and provisions for legal settlements. All of the
foregoing resulted in charges of $353 million ($279 million net of tax benefits,
or $1.05 per share) in 1998.

      As of January 29,  2000,  the company had closed two  underperforming  toy
stores in the United  States,  had reached  agreements  to close four other such
stores,  and was actively  marketing  the  remaining  stores to be closed.  With
regard to the closing and/or  disposition of International  toy store locations,
33 such  locations  have been  closed as of January  29,  2000.  The  company is
continuing  to actively  negotiate for the closure or other  disposition  of the
remaining identified  International  locations.  As of January 29, 2000, 11 Kids
"R" Us stores have been closed as part of the  restructuring  announced in 1998.
The company is continuing to actively market the remaining Kids "R" Us locations
identified as part of the  restructuring.  In addition,  the company closed four
distribution  centers and seven area  offices in the United  States  since these
strategic initiatives were announced.

      In 1998,  the company also  announced  markdowns and other charges of $345
million ($229 net of tax benefits, or $0.86 per share). A significant portion of
these  charges  related to  markdowns  required to clear excess  inventory  from
stores.  These  markdowns  were  intended  to enable the  company to achieve its
optimal  inventory  assortment and  streamline  systems so that it could proceed
with the C-3  conversions on a more efficient  basis.  In addition,  the company
recorded markdowns relating to the store closings discussed above and charges to
cost of sales relating to inventory system refinements and changes in accounting
estimates.  As of January 29, 2000,  the unutilized  portion of these  announced
markdowns  and other  charges  totaled $14 million.  These  unused  reserves are
expected to be utilized in 2000 as a result of certain store closing activities.

      The  implementation  of the  strategic  initiatives,  markdowns  and other
charges  described  above are expected to have a significant  positive effect on
the company's Economic Value Added or "EVA(R)".  EVA(R) is the management system
adopted  by the  company to  determine  whether  its  business  initiatives  and
investments provide an adequate return on investment. The strategic initiatives,
markdowns   and  other  charges  are  also  expected  to  result  in  continuing
improvement  to the company's  free cash flow and increase  operating  earnings.
Details on the components of the charges  mentioned above as well as the related
update to the restructuring  plan are described in the Notes to the Consolidated
Financial  Statements on pages 33 and 34 of the company's 1999 Annual Report, as
well as in Management's Discussion and Analysis of


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<PAGE>

Results of Operations  and Financial  Position on page 22 of the company's  1999
Annual Report, which sections are incorporated herein by reference.

      The company has completed its restructuring  program that was announced in
1995,  with the exception of long-term  lease  commitment  reserves that will be
utilized until such obligations expire.

      The  company   believes   that  reserves  are  adequate  to  complete  the
restructuring and other programs described above.

Acquisition of Baby Superstore, Inc.

      On February 3, 1997, the company  acquired Baby  Superstore,  Inc.  ("Baby
Superstore") in a tax-free exchange of common stock valued at approximately $376
million.  The Baby  Superstore  acquisition  was accounted for as a purchase for
financial  reporting  purposes.  For  a  further  discussion  of  the  company's
infant-toddler  stores,  see "Item 1.  Business - Narrative  Description  of the
Business - Babies "R" Us."

(b) Financial Information About Industry Segments

      Information  about  industry  segments,  as set  forth in the Notes to the
Consolidated  Financial  Statements  on page  33 of the  company's  1999  Annual
Report, is incorporated herein by reference.

(c) Narrative Description of the Business

Toys "R" Us - United States

      Toys "R" Us - United  States  ("Toys  "R" Us")  operates  in 49 states and
Puerto Rico and sells toys,  games,  bicycles,  sporting goods, VHS video tapes,
electronic and video games,  small pools,  books,  infant and juvenile furniture
and similar items and  electronics,  as well as  educational  and  entertainment
computer software for children. The overall merchandising philosophy of Toys "R"
Us is the development of strong consumer  recognition and acceptance of its name
by the use of mass media advertising that promotes its broad selection and value
offered.  The company will also  continue  brand power  enhancements  by seeking
vendor  alliances  for dual  marketing  and optimal  product  placements  in the
stores, and by seeking  promotional  alliances such as the sponsorships of Major
League Baseball and the Women's World Cup Soccer Team Victory Tour in 1999. Toys
"R" Us  will  also  continue  to  promote  itself  as an  event  destination  by
continuing such events as Pokemon Leagues in our stores.

      The merchandising  strategy going forward for Toys "R" Us is to strengthen
its core business (top 1,500 selling items) to allow consistent comparable store
for store sales growth and to lessen the dependence on "hot"  merchandise  items
to drive sales growth.  By focusing on the core  business,  the company hopes to
strengthen  its  relationships  with vendors by allowing  vendors to better plan
production  and meet  agreed upon  delivery  timetables.  Ensuring a  sufficient
supply of core business items will allow the company to satisfy  consumer demand
for these items and maximize sales.

      Currently,  most Toys "R" Us stores conform to a traditional 45,000 square
feet  prototype  design,  with 30,000 and 20,000 square feet stores  existing in
smaller markets, and are generally freestanding units or located in strip malls.
Of the 710 stores currently  operated by Toys "R" Us,


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<PAGE>

287 are in the traditional  format,  170 are in the company's new C-3 format, 90
are designed in the company's  "Concept 2000" format and 163  additional  stores
have   retrofitted  C-3   "front-ends".   The  company  also  plans  to  convert
approximately  70 existing Toys "R" Us  traditional  format stores into Toys "R"
Us/Kids  "R" Us C-3 combo  stores in 2000.  A combo store is a Toys "R" Us store
with approximately 5,000 square feet dedicated to apparel. Kids "R" Us personnel
are responsible for the operation of the apparel section within the combo store.
As of January 29, 2000,  Kids "R" Us personnel  oversaw the operation of apparel
sections in 90 Toys "R" Us/Kids "R" Us combo stores.  There were 62 combo stores
as of January 29, 2000,  which are a subset of the 287  traditional  format Toys
"R" Us stores  noted  above.  As of January  29,  2000,  there were 28 C-3 combo
stores that are a subset of the 170 new C-3 format stores noted above.

      The company's strategic  initiative to convert existing Toys "R" Us stores
into C-3 format stores is intended to make the Toys "R" Us stores easier to shop
and present  merchandise in a more dynamic  selling  environment.  The C-3 store
layout  creates  wider aisles,  more feature  opportunities  and end-caps,  more
shops, and logical category adjacencies to improve shopping patterns as compared
with the traditional Toys "R" Us format.  The C-3 sales floor is extended by 20%
and has a one-third reduction in the size of the backroom.  The company plans to
refine the C-3 format in 2000 and has  implemented a 16 store test program.  The
test program  includes  experimenting  with new concepts such as "store within a
store" like  Imaginarium  shops and a "Teentronics"  shop  (electronic  products
aimed at teenagers),  exclusive  product areas  featuring  items such as "Animal
Planet"  merchandise  and  enhanced  training  for store  associates  in product
knowledge,  sales and  service.  The test program will also include more selling
specialist  employees  available  to enhance the  shopping  experiences  for our
guests.  All new toy stores in the United  States will be  formatted  in the C-3
store concept.

      The company also introduced the merchandise "world" concept in Toys "R" Us
stores in 1999. Each "world" has a unique customer  franchise from juvenile to R
Zone electronics and video products.  Each "world"  established its own business
plan and has a  complete  support  team to develop  its  business  from  product
sourcing to  advertising  and  promotion.  The "worlds"  presently are:

      o R Zone (video, electronics, computer software, related products)

      o Action Central  (vehicles,  action  figures,  etc.)

      o Dolls and Dress up (collectibles, accessories and lifestyle products)

      o Seasonal (Christmas, Halloween, Summer, bikes, sports, playsets, etc.)

      o Juvenile (baby products and newborn to age 4 apparel)

      o Learning Center  (educational and developmental  products,  accessories,
        games and puzzles)

      Toys "R" Us opened seven new toy stores  while  closing one store in 1999.
The company utilizes  demographic data to determine which markets to enter. This
year the company will focus on continuing to refine the C-3 store concept rather
than on  opening  new  stores.  The  number of C-3  stores  that will be refined
depends on the outcome of the previously  discussed 16 store C-3 refinement test
program.

      Toys    "R"   Us    believes    the    flexibility    afforded    by   its
warehouse/distribution system and by ownership of a majority of its own fleet of
trucks to  distribute  merchandise  provides  maximum  efficiency  and capacity,
particularly in light of the seasonality of its business. Toys "R" Us utilizes a
computerized  inventory system which allows management to constantly monitor the
current  activity and  inventory  in each region and in each store.  This system
permits  management


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<PAGE>

to allocate  merchandise to each store and keep the stores adequately stocked at
all times.  Furthermore,  the company has accelerated the  implementation of its
major  initiative  to improve  its supply  chain  management,  which is aimed at
optimizing its inventory assortment and presentation.  In addition,  the company
is expanding its automated replenishment system to maximize inventory turnover.

      The  distribution  centers  employ state of the art  warehouse  management
systems, radio frequency technology and material handling equipment that help to
minimize  overall  inventory  levels and  distribution  costs while  maintaining
optimal  in-stock  positions at the store level.  The company will utilize these
state of the art  warehouse  systems to allow  certain  distribution  centers to
service more stores than they presently service.  This will allow the company to
distribute  merchandise more efficiently in 2000. Certain product processing and
ticketing  activities are performed at the distribution centers to improve labor
efficiency  and to allow store  employees to  concentrate  on guest  service and
store presentation.

Toys "R" Us - International

      Toys "R" Us - International  ("International")  operates or franchises toy
stores in 26 countries outside the United States. These stores generally conform
to  traditional  prototypical  designs  similar  to  those  used by Toys "R" Us.
International  also  employs  computerized  inventory  systems  similar to those
utilized by Toys "R" Us.  International  added 41 new toy stores,  including  21
franchise stores while closing 31 stores in 1999. Utilizing  demographic data to
determine which markets to enter, the company plans to add  approximately 30 new
toy stores in 2000,  including  approximately 10 franchise  stores.  The company
also plans to close approximately 15 underperforming International toy stores in
2000 as part of the company's strategic restructuring  initiatives to reposition
its worldwide business.

      On March 20,  2000,  the company  announced  the initial  public  offering
("IPO") in Japan of shares of Toys "R" Us - Japan, Ltd. ("Toys - Japan").  Under
the IPO plan,  Toys - Japan and the company  will offer  primary  and  secondary
shares,  respectively,  to the  public in Japan  during the first half of fiscal
2000. The IPO is subject to Japanese  government  approval and risks  associated
with market conditions. After the IPO, the company will own less than 50% of the
then outstanding shares and will no longer be in a position to exert significant
influence over the management of Toys - Japan. Accordingly,  the company will no
longer  consolidate the financial  statements of Toys - Japan. Toys - Japan will
operate as a licensee of the company.

      Kids "R" Us

      Kids "R" Us  children's  clothing  stores  feature  brand name and private
label first quality  children's  clothing.  These stores conform to prototypical
designs  consisting of  approximately  15,500 to 21,500 square feet of space and
are  typically  freestanding  units or  located  in strip  centers in the United
States.   In  1999,   Kids  "R"  Us  opened  one  new  store  and  closed  eight
underperforming stores. The underperforming locations were closed as outlined in
the 1998  restructuring  program.  The company plans to close  approximately  20
additional Kids "R" Us stores in 2000.  Kids "R" Us is also  responsible for the
operation of apparel sections in Toys "R" Us/Kids "R" Us combo stores.  Refer to
the  narrative  description  of the business for Toys "R" Us - United States for
combo store information.

      The retail apparel  business  fluctuates  according to changes in consumer
preferences  dictated in part by  fashion,  perceived  value and  season.  These
fluctuations  affect the


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<PAGE>

merchandise  in stock,  since  purchase  orders  are made well in advance of the
season and at times  before  fashion  trends and "hot"  brands are  evidenced by
consumer  purchases.  Competition  in the retail  apparel  business  consists of
national and local  department,  specialty and discount  store chains as well as
Internet and catalog businesses. Kids "R" Us is vulnerable to demand and pricing
shifts and to less than optimal  selection as the result of these factors.  Kids
"R" Us reviews its  merchandise  assortments  in order to  identify  slow-moving
items and uses markdowns to clear such  inventory.  The Kids "R" Us division has
its own dedicated  distribution network for the distribution of apparel items to
stores.

      The company is  reevaluating  all aspects of this segment of the business.
Kids "R" Us is  attempting  to  reposition  its  business  by  focusing on store
layouts,   visual  presentations  and  merchandise  assortments  that  are  more
appealing to consumers. Apparel is also currently a key element of the C-3 combo
store format and Babies "R" Us shopping experiences.

      Babies "R" Us

      The company  launched  Babies "R" Us with its first six store  openings in
1996.  These stores target the newborn to preschool market in a 38,000 to 42,000
square feet prototype  that offers up to 40 room settings of juvenile  furniture
such as cribs and  dressers as well as  playards,  bumper  seats,  high  chairs,
strollers,  car seats,  infant  toddler and preschool  toys,  infant plush,  and
gifts.  In select  markets  Babies "R" Us has opened  smaller 30,000 square feet
prototype stores to serve less densely  populated areas. As of January 29, 2000,
Babies "R" Us operated 10 locations  that  conformed  to the 30,000  square feet
prototype  store.  All Babies "R" Us stores  devote  over 5,000  square  feet to
specialty  name brand and  private  label  clothing  and a wide range of feeding
supplies,  health and beauty  aids and infant  care  products.  In  addition,  a
computerized  baby  registry  service is offered.  Babies "R" Us registers  more
expectant parents than any other retailer in the domestic market. The Babies "R"
Us stores are designed  with low profile  merchandise  displays in the center of
the stores providing a sweeping view of the entire merchandise selection.

      The company  accelerated the growth of the Babies "R" Us division with the
acquisition, in 1997, of Baby Superstore,  Inc., a leading large format retailer
of  newborn  to  preschool  products  in  the  United  States.  At the  date  of
acquisition,  Baby Superstore operated 76 stores in 23 states,  primarily in the
southeast  and  mid-west.  The company has  converted  substantially  all of the
existing  Baby  Superstore  stores to the Babies "R" Us  operating  format.  The
company,  which utilizes  demographic  data to determine which markets to enter,
opened 18 Babies "R" Us stores in 1999 and  operated 131 Babies "R" Us stores in
the United States as of January 29, 2000.  As part of the  company's  long-range
growth  plan for this  successful  concept,  approximately  20 new Babies "R" Us
stores  are  planned  to  open  in  2000.  The  company  utilizes  its  existing
distribution network to service the needs of the Babies "R" Us division.

      Toysrus.com

      Toysrus.com is a recent addition to the "R" Us family, selling merchandise
directly to the public via the Internet at  www.toysrus.com  as a subsidiary  of
the company.  The company opened its virtual doors to the public in June 1998. A
redesigned  web site was  launched in May 1999,  offering a broad  selection  of
toys,  games,  computer  software,  video  systems,  video  software,  and more.
Thousands  of unique  products  are offered to the on-line  public.  The company
believes the Internet  poses  substantial  opportunities  as a medium for retail
commerce and  therefore  plans to continue  the growth of the on-line  business.
Toysrus.com  experienced


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<PAGE>

rapid demand  growth in 1999.  This rapid growth and seasonal  nature of the toy
retail  industry  led to less than  optimal  order  fulfillment  during the 1999
Holiday  Season.  Toysrus.com  addressed  this  challenge in the  short-term  by
notifying  affected customers and compensating such customers with $100 worth of
Geoffrey Money, which could be redeemed for merchandise in Toys "R" Us, Kids "R"
Us or Babies "R" Us stores.  The long-term solution to ensuring optimal customer
service in the rapid growth and highly seasonal on-line toy retail business will
be achieved  through the initiatives  discussed  above under "On-line  Retailing
Strategic  Initiatives"  and various web site  enhancements,  increased  product
availability and other infrastructure  investments. In addition, the recognition
of the Toys "R" Us name along  with the  ability to  leverage  existing  company
store  locations  that can accept  customer  returns and  exchanges  will lend a
competitive advantage to the on-line business.

(d) Trademarks

      "TOYS "R" US", "KIDS "R" US", "BABIES "R" US" and  "Imaginarium",  as well
as various of the company's  family of "R" Us marks either have been registered,
or have  trademark  applications  pending,  with the  United  States  Patent and
Trademark  Office and with the trademark  registries of many foreign  countries.
The  company  believes  that its  rights  to  these  properties  are  adequately
protected.

(e) Seasonality

      Retail sales of toy and toy related products are highly  seasonal,  with a
majority of retail  sales  occurring  during the period from  September  through
December.  Consequently,  a large  portion of the  company's  sales and earnings
occur during its fourth quarter.

      See the section,  "Quarterly Financial Data",  contained on page 38 of the
company's 1999 Annual Report, which section is incorporated herein by reference.

(f) Working Capital

      For a  discussion  of the  company's  working  capital  requirements,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" on pages 21 through 24 of the company's  1999 Annual  Report,  which
section is incorporated herein by reference.

(g) Competition

      All aspects of the retailing industry are highly competitive.  Most of the
merchandise sold by the company,  in markets in which the company  operates,  is
available  from  various   retailers  at  competitive   prices.   The  company's
competitors  consist of other  retailers of toy and  children-related  products,
on-line  retailers,  department  stores and discount and mass  merchandise  type
retail  stores.  Discount and mass  merchandise  type  retailers use  aggressive
pricing  policies and enlarged  toy selling  areas during the holiday  season to
build  traffic  for  other  store  departments.   The  company  addresses  these
competitive  tactics by continually  building brand image to attract  customers,
offering  consumers  exclusive  product,  high value items,  the best  available
selection  of toys and toy related  products  relative to the  discount and mass
merchandise type retailers, and remaining competitive on price.


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<PAGE>

(h) Employees

      At  January  29,  2000,   the  company   employed   approximately   76,000
individuals.  Due to the seasonality of the company's business,  employment rose
to approximately 119,000 during the 1999 Holiday Season.

ITEM 2. PROPERTIES

      See the Note,  "Leases," in the company's Notes to Consolidated  Financial
Statements  included on page 30 of the company's 1999 Annual Report,  which note
is incorporated  herein by reference.  Also see the section "Store Locations" on
page 38 of the  company's  1999 Annual  Report,  which  section is  incorporated
herein by reference.  The following  information  related to properties is as of
January 29, 2000:

      Toys "R" Us - United States

      A significant portion of the properties operated by Toys "R" Us are owned.
Toys "R" Us either  purchases  or leases  properties  depending  on the economic
terms  available.  Where  properties  are  leased,  Toys  "R" Us  generally  has
long-term  leases with multiple  renewal  options.  Toys "R" Us operates 710 toy
stores, 439 of which are owned and 271 are leased and 11 distribution centers, 9
of  which  are  owned  and  2  are  leased.  The  distribution  centers  average
approximately  427,000  square feet each in size and are  strategically  located
throughout the United States to efficiently service these stores.

      The company  leases a corporate  office in Paramus,  New Jersey and owns a
corporate  office  building  in  Montvale,  New  Jersey  and a  data  center  in
Parsippany, New Jersey.

      Toys "R" Us - International

      International  operates  371 stores,  excluding  20 joint  ventures and 71
franchised stores, 105 of which are owned and 266 are leased. International also
operates 8 distribution centers, 4 of which are owned and 4 are leased.

      Kids "R" Us

      Kids "R" Us operates 205 stand alone  children's  clothing  stores,  99 of
which are owned and 106 are leased. Kids "R" Us operates 4 distribution centers,
of which 2 are  owned  and 2 are  leased.  These  distribution  centers  average
approximately 158,000 square feet each in size.

      Babies "R" Us

      Babies "R" Us operates 131 juvenile  retail stores,  16 of which are owned
and 115 are leased.  Babies "R" Us stores are  serviced by existing  Toys "R" Us
and Kids "R" Us distribution centers discussed above.


                                       9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

      The company is a party to the legal  proceedings  discussed  below,  which
have arisen in the normal course of business. In view of the inherent difficulty
of predicting the outcome of litigation and other legal proceedings, the company
cannot state what the eventual outcome of these pending  proceedings will be. It
is the opinion of management,  after consultation with outside counsel, that the
legal proceedings referred to below will not,  individually or in the aggregate,
have a material adverse effect on the company's financial position or results of
operations.

      In the  Matter  of  Toys  "R"  Us,  Inc.;  In Re:  Toys  "R" Us  Antitrust
Litigation.  On May 22, 1996,  the Staff of the Federal  Trade  Commission  (the
"FTC") filed an  administrative  complaint against the company alleging that the
company is in violation of Section 5 of the Federal Trade Commission Act for its
practices  relating to warehouse clubs.  The complaint  alleges that the company
reached  understandings  with various  suppliers that such suppliers not sell to
the clubs the same  items  that they sell to the  company.  The  complaint  also
alleges that the company  "facilitated  understandings"  among the manufacturers
that such manufacturers not sell to clubs. The complaint seeks an order that the
company  cease and desist  from this  practice.  The matter was tried  before an
administrative  law judge in the  period  from  March  through  May of 1997.  On
September  30,  1997,  the  administrative  law judge filed an Initial  Decision
upholding the FTC's complaint against the company.  On October 13, 1998, the FTC
issued a final  Order and  Opinion  upholding  the FTC's  complaint  against the
company.

      The company has appealed the FTC's  decision to the United States Court of
Appeals  for the Seventh  Circuit.  The appeal was argued on May 18, 1999 and is
awaiting decision from the Court.

      After the filing of the FTC  complaint,  several  class  action suits were
filed  against the company in state courts in Alabama and  California,  alleging
that the company had violated certain state competition laws as a consequence of
the behavior alleged in the FTC complaint. After the Initial Decision was handed
down,  more than thirty  purported class actions were filed in federal and state
courts in various  jurisdictions  alleging  that the  company had  violated  the
federal  antitrust  laws as a  consequence  of the  behavior  alleged in the FTC
complaint. In addition, the attorneys general of forty-four states, the District
of Columbia and Puerto Rico filed a suit  against the company in their  capacity
as representatives  of the consumers of their states,  alleging that the company
had violated  federal and state  antitrust laws as a consequence of the behavior
alleged in the FTC complaint.  These suits sought damages in unspecified amounts
and other  relief under state and/or  federal law and were  consolidated  in the
United States District Court for the Eastern District of New York.

      The  company  believes  that it has  always  acted  fairly and in the best
interests  of its  customers  and  that  both  its  policy  and its  conduct  in
connection  with the  foregoing  have been and are within the law.  However,  to
avoid the cost and uncertainty of protracted litigation, the company has reached
an agreement to settle all of the class action and attorney  general lawsuits in
a  manner  which  will not  have a  material  adverse  effect  on its  financial
condition,  results of operations or cash flow. The Court granted final approval
of the agreement on February 17, 2000.  The company had accrued all  anticipated
costs relating to this matter as of January 30, 1999.


                                       10
<PAGE>

      FAO Schwarz,  et al. v. Toys "R" Us, Inc., et al. On February 10, 2000, an
action was  commenced  in the Supreme  Court of the State of New York,  New York
County by FAO Schwarz  ("FAO") and Vendex KBB N.V.  against the company and John
H. Eyler, Jr. The complaint alleges, among other things, that Mr. Eyler breached
his  employment  agreement  with  FAO and that the  company  committed  tortious
interference with contractual relations in connection with Mr. Eyler joining the
company as President  and Chief  Executive  Officer and a member of its board of
directors.  The complaint seeks compensatory and punitive damages in unspecified
amounts  and  injunctive   relief  preventing  Mr.  Eyler  from  continuing  his
employment with the company.

      Also on  February  10,  2000,  plaintiffs  filed a motion for a  temporary
restraining  order and a  preliminary  injunction in which they sought to remove
Mr. Eyler from his positions at the company and prevent him from working for the
company.  On  February  10,  2000,  the court  denied  plaintiffs'  motion for a
temporary  restraining  order.  The  court  has  not  yet  issued  a  ruling  on
plaintiff's request for a preliminary injunction.

      On March 1, 2000,  defendants filed answers to the complaint in which they
denied liability and asserted affirmative defenses.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were  submitted  for a vote of  stockholders  during the fourth
quarter of the fiscal year ending January 29, 2000.

                                     PART II
                                     -------

ITEM  5.  MARKET  FOR THE  REGISTRANT'S  COMMON  STOCK AND  RELATED  STOCKHOLDER
      MATTERS

      Market prices and other  information  with respect to the company's common
stock are hereby  incorporated  by  reference to page 38 of the  company's  1999
Annual Report.

ITEM  6. SELECTED FINANCIAL DATA

      Selected  financial data is hereby  incorporated by reference to page 3 of
the company's 1999 Annual Report.

ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF RESULTS OF  OPERATIONS  AND
      FINANCIAL CONDITION

      Management's   discussion  and  analysis  of  results  of  operations  and
financial  condition is hereby  incorporated by reference to pages 21 through 24
of the company's 1999 Annual Report.

ITEM  7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

      Qualitative  and  quantitative  disclosures  about  market risk are hereby
incorporated by reference to page 24 of the company's 1999 Annual Report.


                                       11
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  following  financial  statements  and  supplementary  data are hereby
incorporated by reference to pages 25 to 35 of the company's 1999 Annual Report.

(a) Consolidated Balance Sheets as of January 29, 2000 and January 30, 1999

(b) Consolidated  Statements  of  Earnings  for each of the three  years in the
    period ended January 29, 2000

(c) Consolidated  Statements  of Cash Flows for each of the three  years in the
    period ended January 29, 2000

(d) Consolidated  Statements of Stockholders' Equity for each of the three years
    in the period ended January 29, 2000

(e) Notes to Consolidated Financial Statements; and

(f) Report of Ernst & Young LLP.

      Individual financial  statements of the registrant's  subsidiaries are not
furnished  because  consolidated   financial   statements  are  furnished.   The
registrant is primarily a holding company, the expenses and obligations of which
are paid by its  consolidated  subsidiaries  through  a fee  based  on  expenses
incurred  for  management   services   provided  to  such  subsidiaries  by  the
registrant. All subsidiaries of the registrant currently are at least 80%-owned.

      Financial statements of 50%-owned joint ventures are not submitted because
such  companies,  considered in the aggregate,  are not considered a significant
subsidiary as defined in Regulation S-X.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
      FINANCIAL DISCLOSURE

      None.


                                       12
<PAGE>

                                    PART III

ITEM  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information  with  respect  to the  directors  of the  company  is  hereby
incorporated herein by reference to the section, "Election of Directors", in the
company's Proxy Statement for the Annual Meeting of Stockholders to be held June
7, 2000 ("2000 Proxy Statement").

Executive Officers of the company

      (a)   The following  persons are the Executive  Officers of the company as
            of April 10, 2000,  having been elected to their respective  offices
            by the Board of Directors of the company to serve until the election
            and qualification of their respective successors:

      Name                 Age                 Position with the company
--------------------------------------------------------------------------------
Michael Goldstein          58         Chairman of the Board
--------------------------------------------------------------------------------
John H. Eyler Jr.          52         President and Chief Executive Officer,
                                      and Director
--------------------------------------------------------------------------------
Michael G. Shannon         48         President of Administration and Logistics
--------------------------------------------------------------------------------
James E. Feldt             45         Executive Vice President and President
                                      Merchandising and Marketing of Toys "R" Us
                                      United States Division
--------------------------------------------------------------------------------
Warren F. Kornblum         47         Executive Vice President - Worldwide
                                      Marketing and Brand Management
--------------------------------------------------------------------------------
Louis Lipschitz            55         Executive Vice President and Chief
                                      Financial Officer
--------------------------------------------------------------------------------
Richard L. Markee          46         Executive Vice President and President of
                                      Babies "R" Us Division and Chairman of
                                      Kids "R" Us Division
--------------------------------------------------------------------------------
Gregory R. Staley          52         Executive Vice President and President of
                                      Toys "R" Us United States Division
--------------------------------------------------------------------------------
Francesca L. Brockett      40         Senior Vice President - Strategic Planning
                                      and Business Development
--------------------------------------------------------------------------------
Roger C. Gaston            44         Senior Vice President - Human Resources
--------------------------------------------------------------------------------


                                       13
<PAGE>

(b)   The  following is a brief  account of the business  experience  during the
      past five years for each of the Executive Officers of the company:

      Mr.  Goldstein  has been employed by the company for more than five years.
Effective February 1998, he retired from the position of Chief Executive Officer
and was  elected  Chairman of the Board.  From  August  1999 to January  2000 he
served as Interim Chief  Executive  Officer.  Prior to 1995 to February 1998, he
was Vice Chairman of the Board and Chief Executive Officer.

      Mr. Eyler has been employed by the company since January 2000 as President
and Chief Executive Officer.  Prior to his employment with the company he served
as  Chairman  and  Chief  Executive  Officer  of FAO  Schwarz.  He had held this
position since prior to 1995.

      Mr. Shannon has been employed by the company since October 1998. Effective
March 2000, he was appointed  President -  Administration  and Logistics for the
company. From March 1999 to March 2000, he served as Executive Vice President of
the company and President of U.S. Toy Store Division. From October 1998 to March
1999, he was Executive Vice  President and Chief  Administrative  Officer.  From
January 1995 to October 1998, he was  President and Chief  Executive  Officer of
Gayfer's/Maison Blanche.

      Mr.  Feldt has been  employed by the company  since March 1999.  Effective
March  2000,  he was  appointed  Executive  Vice  President  of the  company and
President  Merchandising  and Marketing of Toys "R" Us United  States  Division.
From March 1999 to March 2000, he was Executive Vice  President -  Merchandising
of Toys "R" Us United States  Division.  From May 1997 to February  1999, he was
Executive Vice  President,  Merchandise  and Marketing of Value City  Department
Stores.   From  May  1995  to  April  1997,  he  was  Executive  Vice  President
Merchandising,  Allocation  and  Merchandise  Distribution  of Hills  Department
Stores.  Prior to 1995 to May 1995, he was Vice  President,  Hard Lines of Hills
Department Stores.

      Mr.  Kornblum  has  been  employed  by the  company  since  January  1999.
Effective  March 2000, he was  appointed  Executive  Vice  President - Worldwide
Marketing and Brand  Management.  From January 1999 to March 2000, he was Senior
Vice President and Chief Marketing Officer.  From November 1996 to January 1999,
he was Managing Partner of Bozell Worldwide.  Prior to 1995 to November 1996, he
was President, US Operations of Prism Communications.

      Mr.  Lipschitz  has been employed by the company for more than five years.
Effective  February 1996, he became Executive Vice President and Chief Financial
Officer.  From prior to 1995 to January  1996,  he was Senior  Vice  President -
Finance and Chief Financial Officer.

      Mr.  Markee has been  employed  by the  company  for more than five years.
Effective  October  1999,  he was  appointed  Chairman of Kids "R" Us  Division.
Effective  February 1996, he became  Executive Vice President of the company and
he has served as  President  of Babies "R" Us Division  since its  inception  in
September  1995. From prior to 1995 to October 2000, he also served as President
of Kids "R" Us Division.

                                       14
<PAGE>

      Mr.  Staley has been  employed  by the  company  for more than five years.
Effective  March 2000, he was  appointed  President of Toys "R" Us United States
Division.  Effective  February  1996, he became  Executive Vice President of the
company and he also served as  President of Toys "R" Us  International  Division
from  August  1995 to  February  2000.  Prior to July 1995,  he was Senior  Vice
President - General Merchandise Manager for Toys "R" Us International Division.

      Ms.  Brockett has been  employed by the company  since  September  1998 as
Senior Vice President - Strategic Planning and Business Development. From August
1997 to September  1998, she was Senior Vice  President - Strategic  Planning of
Tricon  Global  Restaurants.  From  October  1995 to August  1997,  she was Vice
President  - Business  Development  of Taco Bell  Corporation.  Prior to 1995 to
October 1995, she was Vice President - Corporate Development of PepsiCo.

      Mr. Gaston has been employed by the company since  December 1996 as Senior
Vice  President - Human  Resources.  From prior to 1995 to November 1996, he was
Executive Vice President - Human Resources of Carson, Pirie, Scott and Company.

      Information   with  respect  to  compliance  with  Section  16(a)  of  the
Securities  Exchange Act of 1934, as amended is hereby incorporated by reference
to the section  "Compliance  with  Section  16(a)" in the  company's  2000 Proxy
Statement.

ITEM 11. EXECUTIVE COMPENSATION

      Information with respect to executive  compensation is hereby incorporated
herein by reference to the sections,  "Election of Directors",  "Compensation of
Directors",  "Executive  Compensation",  "Summary  Compensation Table",  "Option
Grants in Last Fiscal Year - Toys "R" Us, Inc.",  "Option  Grants in Last Fiscal
Year Toysrus.com,  Inc.",  "Aggregated  Option Exercises in Last Fiscal Year and
Fiscal  Year-End  Option  Values",  "Long-Term  Incentive Plans - Awards in Last
Fiscal Year" and "Employment  Agreements" in the company's 2000 Proxy Statement.
The sections  "Report of the Management  Compensation and Stock Option Committee
on Executive  Compensation" and "Five-Year Stockholder Return Comparison" in the
company's 2000 Proxy Statement are not  incorporated by reference  herein.  Such
sections  are  furnished  solely for  information  and shall not be deemed to be
soliciting material or to be "filed" as a part of this report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information  with  respect to  security  ownership  of certain  beneficial
owners and  management  is hereby  incorporated  by reference  to the  sections,
"Principal  Stockholders"  and "Election of  Directors",  in the company's  2000
Proxy Statement.


                                       15
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      High Ridge LLC ("High Ridge"), a limited liability company in which Robert
A.  Bernhard,  a director of the company who is not standing for  re-election to
the Board of Directors,  owns a 25% interest, leases property to a Babies "R" Us
store in Tulsa,  Oklahoma.  The lease period runs from August 1, 1996 through to
August 1, 2011,  and is renewable  thereafter  every five years at the company's
option for three successive  five-year periods. The company made rental payments
to High Ridge of  $344,000 in fiscal year 1999.  The company  believes  that the
lease for the store space was made on terms  comparable to those that could have
been obtained from an unaffiliated lessor.

                                     PART IV
                                     -------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   Financial Statements

      (1) The response to this portion of Item 14 is set forth in Item 8 of Part
      II of this report on Form 10-K.

      (2)  Financial  Statement  Schedules  have been  omitted  because they are
      inapplicable,  not required,  or the information is included  elsewhere in
      the financial statements or notes thereto.

      (3) See  accompanying  Index to Exhibits.  The company will furnish to any
      stockholder,  upon written request, any exhibit listed in the accompanying
      Index to  Exhibits  upon  payment  by such  stockholder  of the  company's
      reasonable expenses in furnishing any such exhibit.

(b)   Cautionary Statement Regarding Forward Looking Information

      This Form 10-K contains certain  "forward-looking"  statements  within the
      meaning of Section 27A of the  Securities  Act of 1933,  as  amended,  and
      Section 21E of the Securities Exchange Act of 1934, as amended,  which are
      intended to be covered by the safe harbors  created  thereby.  The company
      may also make forward-looking statements in other documents filed with the
      Securities and Exchange Commission, its annual report to shareholders, its
      proxy  statement  and in  press  releases.  All  statements  that  are not
      historical  facts,  including  statements  about the company's  beliefs or
      expectations,  are  forward-looking  statements.  Such statements  involve
      risks  and  uncertainties  that  exist  in the  company's  operations  and
      business  environment  that  could  render  actual  outcomes  and  results
      materially  different  than  predicted.   The  company's   forward-looking
      statements are based on assumptions about many factors, including, but not
      limited to, ongoing competitive pressures in the retail industry,  changes
      in consumer spending, general economic conditions in the United States and
      other  jurisdictions  in which  the  company  conducts  business  (such as
      interest rates and consumer confidence) and normal


                                       16
<PAGE>

      business uncertainty.  While the company believes that its assumptions are
      reasonable at the time  forward-looking  statements were made, it cautions
      that it is  impossible to predict the actual  outcome of numerous  factors
      and,   therefore,   readers  should  not  place  undue  reliance  on  such
      statements.  Forward-looking statements speak only as of the date they are
      made, and the company  undertakes no obligation to update such  statements
      in light of new information or future events.

(c)   Reports on Form 8-K

      None.


                                       17
<PAGE>

                                   SIGNATURES
                                   ----------

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  TOYS "R" US, INC.
                                  (Registrant)
                                  By /s/ Louis Lipschitz
                                  --------------------
                                  Louis Lipschitz
                                  Executive Vice President and
                                     Chief Financial Officer

Date: April 26, 2000

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on the 26th day of April, 2000.

       Signature                                              Title
       ---------                                              -----

/s/ John H. Eyler Jr.            Director, President and Chief Executive Officer
----------------------------     (Principal Executive Officer)
John H. Eyler Jr.

/s/ Louis Lipschitz              Executive Vice President and Chief Financial
----------------------------     Officer (Principal Financial and Accounting
Louis Lipschitz                  Officer)

            *                    Chairman of the Board
----------------------------
Michael Goldstein

            *                    Director
----------------------------
Robert A. Bernhard

            *                    Director
----------------------------
RoAnn Costin

            *                    Director
----------------------------
Calvin Hill

            *                    Director
----------------------------
Shirley Strum Kenny

            *                    Director, Chairman Emeritus
----------------------------
Charles Lazarus


                                       18
<PAGE>

       Signature                                              Title
       ---------                                              -----

            *                    Director
----------------------------
Norman S. Matthews

            *                    Director
----------------------------
Howard W. Moore

            *                    Director
----------------------------
Arthur B. Newman

The  foregoing  constitute  all of the  Board  of  Directors  and the  Principal
Executive, Financial and Accounting Officers of the Registrant.

* By /s/ Louis Lipschitz
----------------------------
Louis Lipschitz, Attorney-In-Fact


                                       19
<PAGE>

                                INDEX TO EXHIBITS

The following is a list of all exhibits filed as part of this Report:

   Exhibit
   -------
     No.                                          Document
     ---                                          --------

      2A                Agreement and Plan of Merger, dated as of December 8,
                        1995, by and among registrant, Toys "R" Us - Delaware,
                        Inc. (f/k/a Toys "R" Us, Inc.) and TRU Interim, Inc.
                        Incorporated herein by reference to Exhibit 2.1 to
                        registrant's Registration of Securities of Certain
                        Successor Issuers on Form 8-B dated January 3, 1996 (the
                        "Form 8-B").

      2B                Agreement and Plan of Merger, dated as of October 1,
                        1996, and as amended and restated as of December 26,
                        1996, among registrant, BSST Acquisition Corp., Baby
                        Superstore, Inc. and Jack P. Tate. Incorporated by
                        reference to Annex A to the Proxy Statement/Prospectus
                        Statement No. 333-18863.

       3         i)     Restated Certificate of Incorporation of registrant
                        (filed on January 2, 1996). Incorporated herein by
                        reference to Exhibit 3.1 to the Form 8-B.

                ii)     Amended and Restated By-Laws of registrant (as of
                        January 1, 1996). Incorporated herein by reference to
                        Exhibit 3.2 to the Form 8-B. An amendment dated March
                        11, 1997 to Amended and Restated By-Laws. Incorporated
                        herein by reference to Exhibit 3B to registrant's Annual
                        Report on Form 10-K for the year ended January 31, 1998.

       4         i)     Form of Indenture dated as of January 1, 1987 between
                        registrant and United Jersey Bank, as Trustee, pursuant
                        to which securities in one or more series in an
                        unlimited amount may be issued by registrant.
                        Incorporated herein by reference to Exhibit 4(a) to
                        Registration Statement No. 33-11461.

                ii)     Form of the registrant's 8 1/4% Sinking Fund Debentures
                        due 2017. Incorporated herein by reference to Exhibit
                        4(a) to Registration Statement No. 33-11461.

               iii)     Form of Indenture between registrant and United Jersey
                        Bank, as Trustee, pursuant to which one or more series
                        of debt securities up to $300,000,000 in principal
                        amount may be issued to registrant. Incorporated herein
                        by reference to Exhibit 4 to registrant's Registration
                        Statement No. 33-42237.

                iv)     Form of registrant's 8 3/4% Debentures due 2021.
                        Incorporated herein by reference to Exhibit 4 to
                        registrant's Report on Form 8-K dated August 29, 1991.


                                       20
<PAGE>

    Exhibit
    -------
      No.                                          Document
      ---                                          --------

       4         v)     Substantially all other long-term debt of registrant
                        (which other debt does not exceed on an aggregate basis
                        10% of the total assets of the registrant and its
                        subsidiaries on a consolidated basis) is evidenced by,
                        among other things, (i) commercial paper, (ii)
                        industrial revenue bonds issued by industrial
                        development authorities and guaranteed by registrant,
                        (iii) mortgages held by third parties on real estate
                        owned by registrant, (iv) stepped coupon guaranteed
                        bonds held by a third party and guaranteed by registrant
                        and (v) an agreement under which registrant guaranteed
                        certain yen-denominated loans made by a third party
                        subsidiary of registrant. Registrant will file with the
                        Securities and Exchange Commission (the "Commission")
                        copies of constituent documents relating to such upon
                        request of the Commission.

     10A*               Employment Agreement dated March 14, 1978 between
                        registrant and Charles Lazarus and an amendment thereto
                        dated November 20, 1979 (incorporated herein by
                        reference to Exhibit 2 in Schedule 13D dated February 1,
                        1980 filed by Charles Lazarus, et al). An amendment
                        dated March 23, 1982 to such employment agreement
                        (incorporated herein by reference to Exhibit 10B to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 31, 1982, Commission File Number 1-1117).
                        An amendment dated December 7, 1982 to such employment
                        agreement (incorporated herein by reference to Exhibit
                        10B to registrant's Annual Report on Form 10-K for the
                        year ended January 30, 1983, Commission File Number
                        1-1117). An amendment dated April 10, 1984 to such
                        employment agreement (incorporated herein by reference
                        to Exhibit 10B to registrant's Annual Report on Form
                        10-K for the year ended January 29, 1989, Commission
                        File Number 1-1117).

     10B*               Amendment dated as of June 10, 1998 to Employment
                        Agreement between registrant and Charles Lazarus.
                        Incorporated herein by reference to Exhibit 10B to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 30, 1999.

     10C                Form of Indemnification Agreement between registrant and
                        each director. Incorporated herein by reference to
                        Exhibit 10F to registrant's Annual Report on Form 10-K
                        for the year ended February 1, 1987, Commission File
                        Number 1-1117.

     10D*               Amended and Restated Toys "R" Us, Inc. Non-Employee
                        Directors' Stock Option Plan effective as of September
                        19, 1990. Incorporated herein by reference to Exhibit C
                        to registrant's Proxy Statement for the year ended
                        February 1, 1997.


                                       21
<PAGE>
    Exhibit
    -------
      No.                                          Document
     ---                                           --------

     10E*               Stock Option Plan and Agreement dated as of December 2,
                        1992 between the registrant and Robert C. Nakasone.
                        Incorporated herein by reference to Exhibit 10I to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 30, 1993.

     10F*               Stock Option Plan and Agreement dated as of December 2,
                        1992 between the registrant and Michael Goldstein.
                        Incorporated herein by reference to Exhibit 10J to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 30, 1993.

     10G*               Amended and Restated Toys "R" Us, Inc. 1994 Stock Option
                        and Performance Incentive Plan effective as of November
                        1, 1993. Incorporated herein by reference to Exhibit A
                        to registrant's Proxy Statement for the year ended
                        February 1, 1997.

     10H*               Stock Unit Plan for Non-Employee Directors of Toys "R"
                        Us, Inc., effective as of May 1, 1997. Incorporated
                        herein by reference to Exhibit 10H to registrant's
                        Annual Report on Form 10-K for the year ended January
                        30, 1999.

     10I*               Amended and Restated Toys "R" Us, Inc. Management
                        Incentive Compensation Plan, effective beginning with
                        the registrant's fiscal year ending January 28, 1995.
                        Incorporated herein by reference to Exhibit B to
                        registrant's Proxy Statement for the year ended February
                        1, 1997.

     10J*               Toys "R" Us, Inc. Partnership Group Deferred
                        Compensation Plan effective as of May 17, 1995.
                        Incorporated herein by reference to Exhibit 10.13 to the
                        Form 8-B.

     10K*               Toys "R" Us, Inc. Grantor Trust Agreement dated as of
                        October 1, 1995 between registrant and American Express
                        Trust company. Incorporated herein by reference to
                        Exhibit 10.14 to the Form 8-B.

     10L*               Toys "R" Us, Inc. Supplemental Executive Retirement
                        Plan, effective as of December 6, 1995. Incorporated by
                        reference to Exhibit 10N to registrant's Annual Report
                        on Form 10-K for the year ended February 3, 1996.

     10M*               Toys "R" Us, Inc. Grantor Trust Agreement dated as of
                        April 1, 1996 between registrant and Allmerica Trust
                        company, N.A. Amendment No. 1 to Grantor Trust
                        Agreement, effective as of April 1, 1996. Amendment No.
                        2 to Grantor Trust Agreement, effective as of April 1,
                        1996. Incorporated herein by reference to Exhibit 10P to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 30, 1999.


                                       22
<PAGE>

    Exhibit
    -------
      No.                                          Document
     ---                                           --------

     10N                Shareholders Agreement, dated October 1, 1996, by and
                        among registrant, Jack P. Tate and Linda M. Robertson.
                        Incorporated by reference to Exhibit A to Exhibit 2 to
                        registrant's Quarterly Report on Form 10-Q for the
                        quarter ended November 2, 1996, File No. 1-11609.

     10O*               Retention Agreements
                        --------------------

                        - Retention Agreement between Toys "R" Us, Inc. and
                          Roger Gaston dated as of May 1, 1997.

                        - Retention Agreement between Toys "R" Us, Inc. and
                          Louis Lipschitz dated as of May 1, 1997.

                        - Retention Agreement between Toys "R" Us, Inc. and
                          Richard L. Markee dated as of May 1, 1997.

                        - Retention Agreement between Toys "R" Us, Inc. and
                          Gregory R. Staley dated as of May 1, 1997.

                        Each incorporated herein by reference to Exhibit 10P to
                        registrant's Quarterly Report on Form 10-Q for the
                        quarterly period ended May 3, 1997.

     10P*               Amendment to Retention Agreement between Toys "R" Us,
                        Inc. and Richard L. Markee dated May 6, 1999.

     10Q*               Amendments to Retention Agreement between Toys "R" Us,
                        Inc. and Gregory R. Staley dated May 6, 1999 and March
                        2, 2000, respectively.

     10R                Amended and Restated Rights Agreement, dated as of April
                        16, 1999, between Toys "R" Us, Inc. and American Stock
                        Transfer & Trust Company, which includes as Exhibit A
                        the Form of Rights Certificate and, as Exhibit B, the
                        Summary of Rights to Purchase Common Stock (incorporated
                        herein by reference to Exhibit 1 to registrant's Report
                        on Form 8-K dated April 16, 1999).

     10S*               Retention Agreement between Toys "R" Us, Inc. and
                        Michael Goldstein dated as of February 25, 1998.
                        Incorporated herein by reference to Exhibit 10R to
                        registrant's Annual Report on Form 10-K for the year
                        ended January 31, 1998.


                                       23
<PAGE>

    Exhibit
    -------
      No.                                          Document
     ---                                           --------

     10T*               Retention Agreement between Toys "R" Us, Inc. and Robert
                        C. Nakasone dated as of February 25, 1998. Incorporated
                        herein by reference to Exhibit 10S to registrant's
                        Annual Report on Form 10-K for the year ended January
                        31, 1998.

     10U*               Separation agreement between Toys "R" Us, Inc. and Bruce
                        Krysiak dated as of March 25, 1999. Incorporated herein
                        by reference to Exhibit 10X to registrant's Annual
                        Report on Form 10-K for the year ended January 30, 1999.

     10V*               Retention Agreement between Toys "R" Us, Inc. and
                        Michael G. Shannon dated October 12, 1998. Incorporated
                        herein by reference to Exhibit 10Y to registrant's
                        Annual Report on Form 10-K for the year ended January
                        30, 1999.

     10W*               Form of Retention Agreement for executive officers of
                        Toys "R" Us, Inc.

     10X*               Separation Agreement between Toys "R" Us, Inc. and Keith
                        Van Beek dated as of June 9, 1999.

     10Y*               Separation and Release Agreement between Toys "R" Us,
                        Inc. and Robert C. Nakasone dated as of August 26, 1999.
                        Incorporated herein by reference to Exhibit 10.1 to
                        registrant's Quarterly Report on Form 10-Q for the
                        quarterly period ended July 31, 1999.

    10AA*               Separation Agreement between Toys "R" Us, Inc. and
                        Michael J. Madden dated as of September 24, 1999.

    10BB*               Retention Agreement between Toys "R" Us, Inc. and John
                        H. Eyler, Jr. dated January 6, 2000.

    10CC*               Toys "R" Us, Inc. Non-Employee Directors' Stock Unit
                        Plan, effective as of June 10, 1999. Incorporated herein
                        by reference to Exhibit A to registrant's Proxy
                        Statement for the year ended January 30, 1999.

    10DD*               Toys "R" Us, Inc. Non-Employee Directors' Stock Option
                        Plan, effective as of June 10, 1999. Incorporated herein
                        by reference to Exhibit B to registrant's Proxy
                        Statement for the year ended January 30, 1999.

    10EE*               Toys "R" Us, Inc. Non-Employee Directors' Deferred
                        Compensation Plan, effective as of June 10, 1999.
                        Incorporated herein by reference to Exhibit C to
                        registrant's Proxy Statement for the year ended January
                        30, 1999.


                                       24
<PAGE>

    Exhibit
    -------
      No.                                          Document
     ---                                           --------

      13                Registrant's Annual Report to Stockholders for the year
                        ended January 29, 2000. Except for the portions thereof
                        that are expressly incorporated by reference into this
                        report, such Annual Report is furnished solely for the
                        information of the Commission and is not to be deemed
                        "filed" as part of this report.

      21                Subsidiaries of registrant.

      23                Consent of Independent Auditors, Ernst & Young LLP.

      24                Power of Attorney, dated in April 2000.

      27                Financial Data Schedule for the year ended
                        January 29, 2000.

*     Management contract or compensatory plan or arrangement required to be
      filed as an exhibit to this Form 10-K pursuant to Item 14 (c) hereof.


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