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                                   EXHIBIT 3B

                              AMENDMENT TO BY-LAWS

                                TOYS "R" US, INC.

                           (effective March 11, 1997)



Section  2.1 of the  Restated Bylaws of Toys "R" Us, Inc. is hereby  amended and
restated in its entirety to read as follows:

Section 2.1 (a)  Number,  Term of Office,  Nominations  and  Qualification.  The
business,  property  and  affairs  of  the  Corporation  shall  be  managed  and
controlled by a board of directors consisting of such number of Directors either
as may be  designated  by the  Board of  Directors  by  resolution  or as may be
nominated  for  election  to  the  Board  of  Directors  by  the   Corporation's
stockholders.   The  Directors  shall  be  elected  at  the  annual  meeting  of
stockholders, and serve (subject to Article IV) until the next succeeding annual
meeting  of  stockholders  and until the  election  and  qualification  of their
respective successors.

(b)  Nominations.  Only  persons  who  are  nominated  in  accordance  with  the
procedures  set forth in this  Section  2.1(a) shall be eligible for election as
Directors by the Stockholders.  Nominations of persons for election to the Board
of Directors of the  Corporation  may be made at a meeting of Stockholders by or
at the  direction of the Board of Directors or the  Nominating  Committee of the
Board of Directors or by any beneficial owner of at least $1000 in current value
of shares  of the  Corporation  entitled  to be voted  for the  election  of the
Directors at the meeting who complies  with the notice  procedures  set forth in
this Section 2.1. Such nominations, other than those made by or at the direction
of the Board of Directors or the Nominating Committee of the Board of Directors,
shall be made  pursuant  to timely  notice in  writing to the  Secretary.  To be
timely,  a Stockholder's  notice shall be delivered to or mailed and received at
the principal  executive  offices of the  Corporation  not less than 90 days nor
more than 120 days prior to the meeting;  provided,  however,  that if less than
100 days notice or prior public  disclosure  of the date of the meeting is given
or made to the  Stockholders,  notice by the  Stockholder  to be timely  must be
received not later than the close of business on the tenth day following the day
on which  such  notice of the date of the  meeting  was  mailed  or such  public
disclosure was made.  Such  Stockholder's  notice shall set forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a Director:  (i) the name, age,  business address and residence  address of such
person  as  they  appear  in  the  Corporation's  records,  (ii)  the  principal
occupation or employment of such person, (iii) the class and number of shares of
the Corporation  that are  beneficially  owned by such person and (iv) any other
information  that is required to be  disclosed in  solicitations  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
without  limitation  such person's  written  consent to being named in the proxy
statement as a nominee and to serving as a Director if  elected);  and (b) as to
the Stockholder giving the notice:  (i) the name and address,  as they appear on
the  Corporation's  books,  of such  Stockholder;  (ii) the class and  number of
shares of the Corporation that are beneficially  owned by such Stockholder as of
the record date; (iii) a representation  that the Stockholder  intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  and (iv) a description  of all  arrangements  or  understandings
between the Stockholder and each nominee and any other person or persons (naming
such person or persons)  pursuant to which the nomination or nominations  are to
be made by the Stockholder.  At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director  shall furnish to
the  Secretary  that  information  required  to be set forth in a  Stockholder's
notice of nomination  that pertains to the nominee.  No person shall be eligible
for election as a Director of the  Corporation  unless  nominated in  accordance
with the procedures set forth in this Section 2.1(a).

(c) Power of Chairman Regarding Nominations. The Chairman of the meeting may, if
the facts  warrant,  determine and declare to the meeting that a nomination  was
not made in accordance with the procedures  prescribed by the By-Laws, and if he
or she should so  determine,  he or she shall so declare to the  meeting and the
defective nomination shall be disregarded.



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