EXHIBIT 24.1

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints Louis Lipschitz and Dennis J. Block and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities,  to sign the Annual Report on Form 10-K of
Toys "R" Us, Inc. for the fiscal year ended January 30, 1999, and any amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform such and every act and thing  requisite and necessary to be done,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or his or her substitute or  substitutes,  may lawfully do or cause
to be done by virtue hereof.

      This Power of Attorney may be executed in separate  counterparts,  each of
which shall be an original,  but all such counterparts shall together constitute
one and the same instrument.

      IN WITNESS  WHEREOF,  each of the  undersigned  has executed this Power of
Attorney as of the __ day of April, 1999.

       Name                       Title                          Signature
       ----                       -----                          ---------

Robert C. Nakasone    Director and Chief Executive 
                       Officer (Principal Executive      /s/ Robert C. Nakasone
                       Officer)                          -----------------------

Raymond L. Arthur     Vice President - Controller
                      (Principal Accounting Officer)     /s/ Raymond L. Arthur
                                                         -----------------------

Michael Goldstein     Chairman of the Board              /s/ Michael Goldstein
                                                         -----------------------

Robert A. Bernhard    Director                           /s/ Robert A. Bernhard
                                                         -----------------------

RoAnn Costin          Director                           /s/ RoAnn Costin
                                                         -----------------------

Calvin Hill           Director                           /s/ Calvin Hill
                                                         -----------------------

Shirley Strum Kenny   Director                           /s/ Shirley Strum Kenny
                                                         -----------------------

Charles Lazarus       Director, Chairman Emeritus        /s/ Charles Lazarus
                                                         -----------------------

Norman S. Matthews    Director                           /s/ Norman S. Matthews
                                                         -----------------------

<PAGE>

       Name                       Title                          Signature
       ----                       -----                          ---------

Howard W. Moore       Director                            /s/ Howard W. Moore
                                                         -----------------------

Arthur B. Newman      Director                            /s/ Arthur B. Newman
                                                         -----------------------