Exhibit 10.31

                                TOYS "R" US, INC.
                              AMENDED AND RESTATED
                         1997 EMPLOYEE STOCK OPTION PLAN

      The following is the complete text of the Plan, as amended and restated as
of June 30, 2000.

                                    ARTICLE 1

                            ESTABLISHMENT AND PURPOSE

      1.1  Establishment  and  Effective  Date.  Toys "R" Us,  Inc.,  a Delaware
corporation (the "Company"),  hereby establishes a stock option plan to be known
as the Toys "R" Us, Inc. 1997 Employee Stock Option Plan (the "Plan").  The Plan
shall become effective as of September 9, 1997.

      1.2  Purpose.  The  purpose  of the Plan is to  encourage  and  enable all
eligible  employees  (subject to such  requirements  as may be prescribed by the
Management  Compensation  and Stock Option  Committee (the  "Committee")) of the
Company and its  subsidiaries  to acquire a proprietary  interest in the Company
through the  ownership of the Company's  common stock,  par value $.10 per share
("Common Stock").  Such ownership will provide such employees with a more direct
stake in the future welfare of the Company and encourage them to remain with the
Company and its  subsidiaries.  It is also expected that the Plan will encourage
qualified  persons  to seek  and  accept  employment  with the  Company  and its
subsidiaries.

                                    ARTICLE 2

                                     AWARDS

      2.1 Form of A wards.  Awards  under the Plan may be granted in the form of
stock options  ("Options")  that are not intended to qualify as incentive  stock
options under Section 422 of the Internal Revenue Code.

      2.2 Maximum Shares  Available.  The maximum  aggregate number of shares of
Common  Stock  available  for award  under  the Plan is  15,000,000  subject  to
adjustment pursuant to Article 8 hereof.  Shares of Common Stock issued pursuant
to the Plan may be either  authorized  but  unissued  shares  or  issued  shares
reacquired  by the  Company.  In the event  that  prior to the end of the period
during  which  Options  may be  granted  under  the  Plan,  any  Option  expires
unexercised or is terminated,  surrendered or cancelled  without being exercised
in whole for any reason, the shares of Common Stock covered by such Option shall
be available for subsequent  awards of Options under the Plan upon such terms as
the Committee may  determine.  In addition,  shares of Common Stock  withheld in
payment of taxes  relating to Options,  and the number of shares of Common Stock
equal to the number of shares  surrendered  in payment of the exercise  price of
Options or taxes relating to Options,  shall be available for subsequent  awards
of Options under the Plan upon such terms as the Committee may determine.


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<PAGE>

      2.3 Return of Prior Awards.  As a condition to any subsequent  award,  the
Committee  shall have the right,  at its  discretion,  to require  employees  to
return to the Company Options  previously granted under the Plan. Subject to the
provisions of the Plan,  such new Option shall be upon such terms and conditions
as are specified by the Committee at the time the new award is granted.

                                    ARTICLE 3

                                 ADMINISTRATION

      3.1  Committee.  Awards  shall  be  determined,  and  the  Plan  shall  be
administered by, the Committee.

      3.2 Powers of  Committee.  Subject to the express  provisions of the Plan,
the  Committee  shall have the power and  authority  (i) to grant Options and to
determine  the purchase  price of the Common Stock  covered by each Option,  the
term of each Option,  the number of shares of Common Stock to be covered by each
Option and any performance  objectives or vesting  standards  applicable to each
Option;  and (ii) to determine the  employees to whom,  and the time or times at
which, Options shall be granted.

      3.3  Delegation.  The Committee may delegate to one or more of its members
or to any  other  person  or  persons  such  ministerial  duties  as it may deem
advisable. The Committee may also delegate to the Chief Executive Officer of the
Company the authority,  subject to such terms as the Committee shall  determine,
to perform any and all functions as the Committee may  determine.  The Committee
may also  employ  attorneys,  consultants,  accountants  or  other  professional
advisors and shall be entitled to rely upon the advice,  opinions or  valuations
of any such advisors.

      3.4 Interpretations. The Committee shall have sole discretionary authority
to interpret the terms of the Plan, to adopt and revise rules,  regulations  and
policies to  administer  the Plan and to make any other  factual  determinations
which it believes to be  necessary or advisable  for the  administration  of the
Plan.  All actions  taken and  interpretations  and  determinations  made by the
Committee  in good  faith  shall be final  and  binding  upon the  Company,  all
employees  who have  received  awards  under the Plan and all  other  interested
persons.

      3.5 Liability,  Indemnification. No member of the Committee, nor the Chief
Executive Officer, or any person to whom ministerial duties have been delegated,
shall be personally liable for any action,  interpretation or determination made
with respect to the Plan or Options granted  thereunder,  and each member of the
Committee,  the Chief  Executive  Officer  and each  person to whom  ministerial
duties have been  delegated  shall be fully  indemnified  and  protected  by the
Company  with  respect to any  liability he or she may incur with respect to any
such  action,  interpretation  or  determination,  to the  extent  permitted  by
applicable  law and to the  extent  provided  in the  Company's  Certificate  of
Incorporation  and Bylaws,  as amended from time to time, or under any agreement
between such member, the Chief Executive Officer and the Company.


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<PAGE>

                                    ARTICLE 4

                                   ELIGIBILITY

      Options may be granted to all employees of, and consultants and agents to,
the Company or any of its  subsidiaries  other than Executive  Officers (who are
subject to Rule 16(b) of the Securities Exchange Act of 1934) of the Company. In
determining  the  employees to whom  Options  shall be granted and the number of
shares to be covered by each Option,  the Committee  shall take into account the
nature of the services  rendered by such employees,  their present and potential
contributions  to the success of the Company and its subsidiaries and such other
factors as the Committee in its sole discretion shall deem relevant.

      As used  herein,  the term  "subsidiary"  shall mean any present or future
corporation, partnership or joint venture in which the Company owns, directly or
indirectly, 40% or more of the economic interests.

                                    ARTICLE 5

                                  STOCK OPTIONS

      5.1  Grant of  Options.  Options  may be  granted  under  the Plan for the
purchase of shares of Common  Stock.  Options  shall be granted in such form and
upon such terms and  conditions,  including  the  satisfaction  of  corporate or
individual performance objectives and other vesting standards,  as the Committee
shall from time to time determine.

      5.2 Option Price.  The purchase price per share under each Option shall be
specified  by the  Committee,  but in no event  shall it be less than 90% of the
Market Price on the date the Option is granted. In no case,  however,  shall the
purchase  price per share of an Option be less than the par value of the  Common
Stock ($.10).

      The "Market  Price" of the Common Stock on any day shall be  determined as
follows:  (i) if the Common Stock is listed on a national securities exchange or
quoted through the NASDAQ  National  Market System,  the Market Price on any day
shall be the average of the high and low  reported  Consolidated  Trading  sales
prices,  or if no such sale is made on such day,  the average of the closing bid
and asked prices reported on the Consolidated Trading listing for such day; (ii)
if the Common Stock is quoted on the NASDAQ  inter-dealer  quotation system, the
Market Price on any day shall be the average of the representative bid and asked
prices at the close of business  for such day;  or (iii) if the Common  Stock is
not listed on a national stock exchange or quoted on NASDAQ, the Market Price on
any day shall be the  average of the high bid and low asked  prices  reported by
the National Quotation Bureau, Inc. for such day.

      5.3 Exercise  and  Payment.  Options may be exercised in whole or in part.
Common Stock purchased upon exercise of Options shall be paid for in full at the
time of purchase.  Such payment  shall be made in cash or, in the  discretion of
the  Committee,  through  delivery of shares of Common Stock or a combination of
cash and Common Stock,  in accordance  with  procedures to be established by the
Committee.  Any shares so delivered shall be valued at their Market Price on the
date of exercise.


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<PAGE>

      5.4  Term.  The  term of each  Option  granted  under  the  Plan  shall be
determined by the Committee.

      5.5 Rights as a  Stockholder.  A recipient of Options shall have no rights
as a  stockholder  with  respect to any shares  issuable  or  transferable  upon
exercise thereof until the date a stock  certificate is issued to such recipient
representing such shares. Except as otherwise expressly provided in the Plan, no
adjustment shall be made for cash dividends or other rights for which the record
date is prior to the date such stock certificate is issued.

      5.6  General  Restrictions.  Each Option  granted  under the Plan shall be
subject to the requirement  that, at any time the Board shall determine,  in its
discretion,  that the  listing,  registration  or  qualification  of the  shares
issuable or transferable  upon exercise thereof upon any securities  exchange or
under any state or Federal  law, or the consent or approval of any  governmental
regulatory  body,  is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issue,  transfer, or purchase of shares
thereunder,  such  Option may not be  exercised  in whole or in part unless such
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Board.

      The Board or the  Committee  may, in  connection  with the granting of any
Option, require the individual to whom the Option is to be granted to enter into
an  agreement  with the Company  stating  that as a condition  precedent to each
exercise  of the  Option,  in whole or in part,  such  individual  shall if then
required by the Company  represent to the Company in writing that such  exercise
is for  investment  only and not with a view to  distribution,  and also selling
forth  such  other  terms  and  conditions  as the  Board or the  Committee  may
prescribe.

                                    ARTICLE 6

                          NONTRANSFERABILITY OF OPTIONS

      No Option may be transferred,  assigned,  pledged or hypothecated (whether
by operation of law or otherwise),  except as provided by will or the applicable
laws of descent and  distribution,  and no Option shall be subject to execution,
attachment or similar  process.  Any  attempted  assignment,  transfer,  pledge,
hypothecation  or other  disposition  of an Option  not  specifically  permitted
herein shall be null and void and without effect.  An Option may be exercised by
the  recipient  only during his or her  lifetime,  or following his or her death
pursuant to Section 7.4 hereof.

      Notwithstanding  anything to the contrary in the preceding paragraph,  the
Committee may, in its sole discretion,  cause the written agreement  relating to
any Options granted under the Plan to provide that the recipient of such Options
may  transfer  any such  Options  other than by will or the laws of descent  and
distribution in any manner authorized under applicable law.


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<PAGE>

                                    ARTICLE 7

                      EFFECT OF TERMINATION OF EMPLOYMENT,
                    RELOCATION EVENT, DISABILITY, RETIREMENT
                                    OR DEATH

      7.1 General Rule.  Except as expressly  determined by the Committee in its
sole discretion, no Option shall be exercisable after thirty (30) days following
the  recipient's  termination  of  employment  with the Company or a subsidiary,
unless such termination of employment occurs by reason of (i) a Relocation Event
(as defined in Section  7.2);  (ii)  Retirement  (as defined in Section 7.3); or
(iii) death.

      Options  shall not be affected by any change of  employment so long as the
recipient  continues to be employed by either the Company or a  subsidiary.  The
Committee may, in its sole discretion,  cause any Option to be forfeited upon an
employee's  termination of employment if the employee was terminated for one (or
more) of the following reasons: (i) the employee's conviction, or plea of guilty
or nolo contendere to the commission of a felony; (ii) the employee's commission
of any fraud, misappropriation or misconduct which causes demonstrable injury to
the  Company  or a  subsidiary;  (iii)  an act  of  dishonesty  by the  employee
resulting  or intended to result,  directly or  indirectly,  in gain or personal
enrichment at the expense of the Company or a subsidiary; (iv) any breach of the
employee's fiduciary duties to the Company as an employee; or (v) a violation by
the employee of the Toys "R" Us Ethics Agreement or any other serious  violation
of a Company policy.  It shall be within the sole discretion of the Committee to
determine  whether  the  employee's  termination  was for  one of the  foregoing
reasons, and the decision of the Committee shall be final and conclusive.

      7.2  Relocation  Event.  Options  granted  to  an  employee  shall  remain
outstanding after termination of such employee's  employment with the Company or
a  subsidiary,  if such  termination  solely  occurs by reason of a  "Relocation
Event," which shall be deemed to occur if: (i) husband and wife are both current
employees  of the  Company;  (ii) the  Company  transfers  one  spouse  to a new
location;  (iii) the Company is unable to offer the other spouse a position that
is  substantially  comparable  to his or her  current  position;  and  (iv) as a
result,  the other spouse s employment  with the Company is  terminated  and the
other spouse, as recipient, holds outstanding Options.

      In case of a Relocation  Event, the Options held by a terminated  employee
shall be  exercisable  for a period  equal to the lesser of: (i) the period such
Options would be exercisable  absent the termination of such employee;  and (ii)
the period such Options would be exercisable if granted to the spouse continuing
in the Company's employ on the date originally granted to the terminated spouse.

      7.3 Disability or Retirement.  Except as expressly  provided  otherwise in
the written  agreement  relating to any Option  granted  under the Plan,  in the
event of the  Disability or  Retirement  of a recipient of Options,  the Options
which are held by such  recipient on the date of such  Disability or Retirement,
whether or not otherwise  exercisable on such date,  shall be exercisable at any
time until the expiration date of the Options.


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<PAGE>

      "Disability"  shall mean any termination of employment with the Company or
a subsidiary  because of a long-term or total  disability,  as determined by the
Committee  in its so1e  discretion.  "Retirement"  shall mean a  termination  of
employment with the Company or a subsidiary  either: (i) on a voluntary basis by
a recipient  who is at least  fifty-five  (55) years of age and who has at least
ten (10) years of service with the Company or a  subsidiary;  or (ii)  otherwise
with the written consent of the Committee in its sole  discretion.  The decision
of the Committee shall be final and conclusive.

      7.4 Death.  In the event of the death of a recipient  of Options  while an
employee  of the  Company  or any  subsidiary,  Options  which  are held by such
employee at the date of death, whether or not otherwise  exercisable on the date
of death, shall be exercisable by the beneficiary designated by the employee for
such purpose (the  "Designated  Beneficiary")  or if no  Designated  Beneficiary
shall  be  appointed  or if the  Designated  Beneficiary  shall  predecease  the
employee, by the employee's personal  representatives,  heirs or legatees at any
time within  three (3) years from the date of death,  at which time such Options
shall terminate.

      In  the  event  of  the  death  of a  recipient  of  Options  following  a
termination of employment due to Retirement or Disability,  if such death occurs
before the Options are  exercised,  the Options which are held by such recipient
on the date of termination of employment,  whether or not otherwise  exercisable
on such date, shall be exercisable by such recipient's  Designated  Beneficiary,
or if no  Designated  Beneficiary  shall  be  appointed  or  if  the  Designated
Beneficiary  shall  predecease  such  recipient,  by such  recipient's  personal
representatives,  heirs  or  legatees  to the  same  extent  such  Options  were
exercisable by the recipient following such termination of employment.

      7.5 Leave of Absence.  In the case of an employee on an approved  leave of
absence, the Options and Stock Appreciation Rights of such employee shall not be
affected unless such leave is longer than six months. The date of exercisability
of  any  Options  or  Stock  Appreciation   Rights  of  an  employee  which  are
unexercisable  at the beginning of an approved  leave of absence  lasting longer
than six  months  shall be  postponed  for a period  equal to the length of such
leave of absence but not beyond the term of the  Options and Stock  Appreciation
Rights.   Notwithstanding  the  foregoing,   the  Committee  may,  in  its  sole
discretion, waive in writing any such postponement of the date of exercisability
of any Options of Stock Appreciation Rights due to a leave of absence.


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<PAGE>

                                    ARTICLE 8

                    ADJUSTMENT UPON CHANGES IN CAPITALIZATION

      Notwithstanding any other provision of the Plan, the Committee may: (i) at
any time, make or provide for such  adjustments to the Plan or to the number and
class  of  shares  available  thereunder;  or (ii) at the  time of  grant of any
Options,  provide for such  adjustments  to such Options as the Committee  shall
deem  appropriate  to prevent  dilution  or  enlargement  of rights,  including,
without limitation,  adjustments in the event of stock dividends,  stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, spin-offs, reorganizations, liquidations and the like.

                                    ARTICLE 9

                            AMENDMENT AND TERMINATION

      The Board or the  Committee  may suspend,  terminate,  modify or amend the
Plan at any  time  and  from  time to time.  Any  Plan  amendment  shall  become
effective  upon the date stated  therein,  and shall be binding on the  Company,
except as otherwise provided in such amendment.  If the Plan is terminated,  the
terms of the Plan shall, notwithstanding such termination,  continue to apply to
awards  granted  prior  to  such   termination.   No  suspension,   termination,
modification  or amendment of the Plan may,  without the consent of the employee
to whom an award  shall  theretofore  have been  granted,  adversely  affect the
rights of such employee under such award.

                                   ARTICLE 10

                                WRITTEN AGREEMENT

      Each award of Options shall be evidenced by a written agreement containing
such restrictions,  terms and conditions,  if any, as the Committee may require.
In the event of any conflict between a written agreement and the Plan, the terms
of the Plan shall govern.

                                   ARTICLE 11

                                CHANGE OF CONTROL

      11.1 Vesting of Options.  All unvested  Options shall vest  immediately on
the date of a Change of Control (as defined below),  unless,  in connection with
such transaction, (i) such Options are to remain outstanding,  (ii) such Options
are assumed by the surviving  corporation or its parent,  or (iii) the surviving
corporation or its parent substitutes  options and awards with substantially the
same terms for such Options.


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<PAGE>

      A  "Change  of  Control"   shall   mean:   (a)  the   consummation   of  a
reorganization,  merger or consolidation or sale or other  disposition of all or
substantially  all of the assets of the Company (a "Business  Combination"),  in
each case, unless,  immediately  following such Business Combination each of the
following would be correct:  (i) all or substantially all of the individuals and
entities  who were  the  beneficial  owners,  respectively,  of the  outstanding
Company common stock and outstanding Company voting securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
60% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally  in the  election  of  directors,  as the case may be,  of the  person
resulting  from such Business  Combination  (including,  without  limitation,  a
person  which  as a  result  of such  transaction  owns  the  Company  or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the outstanding Company common
stock and outstanding Company voting securities, as the case may be, and (ii) no
person  (excluding (A) any employee benefit plan (or related trust) sponsored or
maintained by the Company or any subsidiary of the Company,  or such corporation
resulting from such Business  Combination or any Affiliate of such  corporation,
or (B) any entity in which such person has a material  equity  interest,  or any
`Affiliate"  (as  defined  in Rule 405  under  the  Securities  Act of 1933,  as
amended) of such entity) beneficially owns, directly or indirectly,  25% or more
of, respectively, the then outstanding shares of common stock of the corporation
resulting from such Business  Combination,  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business  Combination,  and (iii) at least a
majority of the members of the board of directors the corporation resulting from
such Business Combination were members of the Board at the time of the execution
of the  initial  agreement,  or of the action of the Board,  providing  for such
Business  Combination;  or (b) approval by the  stockholders of the Company of a
complete liquidation or dissolution of the Company.

      11.2  Officer's  Employment.  In the event the employment of an officer of
the Company is terminated  (other than for cause),  within 12 months following a
Change of Control,  all unvested  Options shall vest immediately on the later of
the  date of  termination  or the date of the  Change  of  Control  and all such
Options may be exercised until the earlier of (x) the  thirty-month  anniversary
date of the date of termination and (y) the expiration date of such Options.

                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS

      12.1  Tax  Withholding.  The  Company  shall  have the  right  to  require
employees or their Designated Beneficiaries, personal representatives,  heirs or
legatees  to remit to the  Company an amount  sufficient  to satisfy  his or her
minimum Federal, state and local withholding tax requirements, or to deduct from
all  payments  under  the  Plan  amounts   sufficient  to  satisfy  the  minimum
withholding tax requirements.  The Committee may, in its sole discretion, permit
an  employee  to satisfy his or her tax  withholding  obligation  either by: (i)
surrendering  shares owned by the employee;  or (ii) having the Company withhold
from shares otherwise deliverable


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<PAGE>

to the employee. Shares surrendered or withheld shall be valued at their Market
Price as of the date on which income is required to be recognized for income tax
purposes.

      12.2  Successor.  The  obligations  of the Company under the Plan shall be
binding upon any successor  Company or  organization  resulting from the merger,
consolidation  or other  reorganization  of the Company,  or upon any  successor
Company or organization succeeding to all or substantially all of the assets and
business of the Company.  In the event of any of the  foregoing,  the  Committee
may, at its discretion  prior to the consummation of the transaction and subject
to Article 9 hereof, cancel, offer to purchase,  exchange,  adjust or modify any
outstanding  awards,  at such  time and in such  manner as the  Committee  deems
appropriate and in accordance with applicable law.

      12.3 General  Creditor  Status.  Employees shall have no right,  title, or
interest  whatsoever in or to any investments  which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action  taken  pursuant to its  provisions,  shall  create or be construed to
create a trust of any kind, or a fiduciary  relationship between the Company and
any employee or Designated Beneficiary, personal representative, heir or legatee
of such  employee.  To the extent  that any  person  acquires a right to receive
payments  from the Company  under the Plan,  such right shall be no greater than
the right of an unsecured  general  creditor of the Company.  All payments to be
made under the Plan shall be paid from the  general  funds of the Company and no
special or separate fund shall be established and no segregation of assets shall
be made to assure  payment of such amounts  except as expressly set forth in the
Plan.

      12.4 No  Right  to  Employment.  Nothing  in the  Plan  or in any  written
agreement  entered  into  pursuant  to Article  10 hereof,  nor the grant of any
award, shall confer upon any employee any right to continue in the employ of the
Company or a subsidiary  or to be entitled to any  remuneration  or benefits not
set forth in the Plan or such written  agreement or interfere  with or limit the
right of the Company or a subsidiary  to modify the terms of or  terminate  such
employee's employment at any time.

      12.5  Notices.  Notices  required or  permitted  to be made under the Plan
shall be  sufficiently  made if personally  delivered to the employee or sent by
regular mail  addressed:  (i) to the employee at the  employee's  address as set
forth in the books and  records of the Company or its  subsidiaries;  or (ii) to
the Company or the  Committee  at the  principal  office of the Company  clearly
marked "Attention: Management Compensation and Stock Option Committee."

      12.6  Severability.  In the event that any  provision of the Plan shall be
held illegal or invalid for any reason,  such illegality or invalidity shall not
affect the  remaining  parts of the Plan,  and the Plan shall be  construed  and
enforced as if the illegal or invalid provision had not been included.

      12.7  Governing Law. To the extent not preempted by Federal law, the Plan,
and all  agreements  thereunder,  shall  be  construed  in  accordance  with and
governed by the laws of the State of New York.


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