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 February 3, 2001

                         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  Exchange  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 11,  2001,  the  aggregate  market  value of voting stock held by
      non-affiliates  was  $4,988,189,004  based on the  197,552,040  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 February 3, 2001 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 6, 2001 are  incorporated  by reference into
      Part III of this Form 10-K.


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                                      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 ..............   12

PART II

Item 5.  Market for the Registrant's Common Stock
           and Related Stockholder Matters ................................   12

Item 6.  Selected Financial Data ..........................................   12

Item 7.  Management's Discussion and Analysis of
           Results of Operations and Financial Condition ..................   12

Item 7a. Qualitative and Quantitative Disclosures About Market Risk .......   12

Item 8.  Financial Statements and Supplementary Data ......................   12

Item 9.  Changes in and Disagreements with Accountants
                           on Accounting and Financial Disclosure .........   13

PART III

Item 10. Directors and Executive Officers of the Registrant ...............   14

Item 11. Executive Compensation ...........................................   16

Item 12. Security Ownership of Certain Beneficial
           Owners and Management ..........................................   16

Item 13. Certain Relationships and Related Transactions ...................   16

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
           on Form 8-K ....................................................   17


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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 February 3, 2001, the company was
engaged in the operation of 1,581 retail stores consisting of 1,090 United
States locations comprised of 710 toy stores under the name "Toys "R" Us," 198
children's clothing stores under the name "Kids "R" Us," 145 infant-toddler
stores under the name "Babies "R" Us", and 37 educational specialty stores under
the name "Imaginarium". Internationally, the company operates 491 toy stores,
including franchise stores, under the name "Toys "R" Us." The company also sells
merchandise through its Internet sites at www.toysrus.com, www.babiesrus.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

Initial Public Offering of Toys "R" Us - Japan, ltd. ("Toys - Japan")

On April 24, 2000, the company completed the initial public offering in Japan of
shares of Toys - Japan. As a result of this transaction, the company's ownership
percentage in the common stock of Toys - Japan was reduced from 80% to 48%. The
company is no longer in a position to exert control over the operations of Toys
- Japan. Accordingly, the company no longer consolidates the financial
statements of Toys - Japan. Toys - Japan operates as a licensee of the company.
The company has accounted for its investment in the common stock of Toys - Japan
under the equity method of accounting since April 24, 2000. For further
discussion of this transaction refer to Management's Discussion and Analysis of
Results of Operations and Financial Condition and to Notes to Consolidated
Financial Statements on pages 24 and 30, respectively, in the company's 2000
Annual Report

On-line Retailing Strategic Initiatives

As part of the company's strategy to become the global leader in the on-line
retail market for toys, children's and baby products, several major strategic
initiatives were implemented during 2000.

On February 24, 2000, the company entered into a partnership agreement with
SOFTBANK Venture Capital and affiliates ("SOFTBANK") which included an
investment of $60 million in Toysrus.com for a 20% ownership interest.
Subsequent to that date, Toysrus.com received additional capital contributions
totaling $37 million from SOFTBANK representing its proportionate share of
funding required for the operation of Toysrus.com.

On August 9, 2000, Toysrus.com entered into a 10-year strategic alliance with
Amazon.com to create a co-branded toy and video game on-line store, which was
launched on September 14, 2000. In addition, a co-branded baby products on-line
store is scheduled to be opened in the first half of 2001. This alliance
capitalizes on the strengths of these two organizations. Toysrus.com will be
responsible for merchandising and content for the co-branded store and will
identify, purchase, own and manage the inventory. Amazon.com will handle site
development, order


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fulfillment, customer service and the housing of Toysrus.com's inventory in
Amazon.com's U.S. distribution centers.

The company plans to continue strategic investments in Toysrus.com to capitalize
on the company's brand names, brick and mortar assets, SOFTBANK's internet
experience and the strength of Amazon.com's internet presence and distribution
capabilities. By capitalizing on the strengths of each of these organizations,
the company believes it will achieve the goal of making Toysrus.com the global
leader in the on-line retail market for toys, children's and baby products.

For further discussion of Toysrus.com refer to Management's Discussion and
Analysis of Results of Operations and Financial Condition and to Notes to
Consolidated Financial Statements on pages 24 and 34, respectively, in the
company's 2000 Annual Report.

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 accelerated 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. Refer
to Item I. (c) - "Toys "R" Us - United States" for a description of C-3 format
stores. In addition, this division operated 37 leased store locations in 13
states under the "Imaginarium" brand name as of February 3, 2001. 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. In
addition to incorporating Imaginarium shops with its refined C-3 format stores,
the company plans on opening approximately 12 Imaginarium stores in 2001.

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 into the company's new C-3 format, the closing of certain
underperforming toy stores and the consolidation of certain distribution
centers. The strategic plans also included the closing of 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.

      During 2000, the company updated its review of all of these initiatives
including the closing of stores, distribution centers and other restructuring
actions. Based upon this review, the company's revised estimates to complete
these initiatives indicated that certain reserves were either no longer required
or were in excess of the required amount, while other initiatives required
additional reserves. As a result, the company reversed an $11 million reserve in
2000. The company believes the unused reserves existing at February 3, 2001 are
reasonable estimates of what is required to complete these actions. These
reserves are expected to be utilized in the company's upcoming business cycle,
with the exception of long-term lease commitment reserves that will be utilized
throughout 2001 and thereafter.


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      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 February 3, 2001, the unutilized portion of these announced
markdowns and other charges totaled $7 million. The company believes the unused
reserves existing at February 3, 2001 are reasonable estimates of what is
required to complete the store closing initiatives.

      The implementation of the strategic initiatives, markdowns and other
charges described above are expected to continue to have a 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 page 35 of the company's 2000 Annual Report, as well as
in Management's Discussion and Analysis of Results of Operations and Financial
Position on pages 22 and 23 of the company's 2000 Annual Report, which sections
are incorporated herein by reference.

      The company has substantially completed its restructuring program that was
announced in 1995, with the exception of long-term lease commitment reserves
that will be utilized throughout 2001 and thereafter.

(b) Financial Information About Industry Segments

      Information about industry segments, as set forth in the Notes to the
Consolidated Financial Statements on page 35 of the company's 2000 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
differentiates its core merchandise content as well as its greatly improved
customer service and consistent in-stock position. 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 promotional alliances include the new line of toy tool products
carrying the Home


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Depot name, Scholastic boutiques offering a unique line of Scholastic branded
educational products, and other exclusive branded product relationships
including Animal Planet and OshKosh B'Gosh.

      The merchandising strategy for Toys "R" Us is to continually 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 believes it
will maintain strong 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.

      Toys "R" Us operated 710 stores in the United States as of February 3,
2001, comprised of 165 refined C-3 format stores, 179 Toys "R" Us/Kids "R" Us
combo stores, of which 103 are included in the refined C-3 format, and 469
traditional and other format stores. A combo store is a Toys "R" Us store with
approximately 4,000 to 6,000 square feet dedicated to apparel. The company
intends to convert approximately 250 additional existing traditional format
stores to the refined C-3 format in 2001, including approximately 100 to the
refined C-3 combo format. Therefore, approximately 415 stores, or almost 60% of
the division's stores will be operating in the refined C-3 format by the 2001
Holiday Season.

      The company's strategic initiative to convert existing Toys "R" Us stores
into a refined 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 improved C-3 enhanced store layout creates lower gondolas, 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 new C-3 sales floor is extended by 20% and has a one-third
reduction in the size of the backroom. The company is continually refining the
C-3 format based on consumer preferences. The enhanced C-3 store layout includes
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" and "Home Depot" merchandise and
enhanced training for store associates in product knowledge, sales and service.
In conjunction with the layout and content changes, the stores also included
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
new C-3 store concept.

      The company utilizes a merchandise "world" concept in Toys "R" Us stores.
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)


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<PAGE>

      Toys "R" Us opened 3 new toy stores while closing 3 stores in 2000. The
company utilizes demographic data to determine which markets to enter. In 2001,
the company intends to focus on continuing to implement the refined C-3 store
concept rather than on opening new stores. The company is planning the
conversion of approximately 250 stores into the refined C-3 format in 2001.

      The company is building the world's biggest toy store in New York's Times
Square, which is scheduled to be open in the Fall of 2001. The flagship store
will feature approximately 115,000 square feet with attractions, such as a
ferris wheel, life size Barbie dollhouse, giant video screens and other unique
elements and special events as well as a large assortment of merchandise for
children and their families. This site will also be used as a launching site for
vendors to introduce new products.

      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 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 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 enhance these 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 2001. 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 27 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 31 new toy stores, including 30
franchise stores while closing 2 stores in 2000. Utilizing demographic data to
determine which markets to enter, the company plans to add approximately 20 new
toy stores in 2001, including approximately 17 franchise stores.

      International intends to introduce new proprietary brands and shopping
"worlds" within certain store locations in 2001. The initiatives to be rolled
out include Animal Alley, Imaginarium-type Learning Centers, Teentronics, Animal
Planet and Babies "R" Us shops. International will also be introducing elements
from the refined C-3 store format being utilized in certain Toys "R" Us -United
States store locations as described above. These elements will include more
guest-friendly features and standardized graphics that will make these stores
easier to shop.


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<PAGE>

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 2000, Kids "R" Us closed seven underperforming stores. The
underperforming locations were closed as outlined in the 1998 restructuring
program. The company plans to close approximately 15 additional Kids "R" Us
stores in 2001. Kids "R" Us is also responsible for the merchandising 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.

      In November 2000, a new store prototype was opened incorporating
significant design changes from a traditional Kids "R" Us apparel store. The new
store prototype is intended to allow ease of shopping, have better store
layouts, improved visual presentations and merchandise assortments that are more
appealing to consumers. Initial results have been encouraging. The company
intends to remodel an additional seven stores to the new prototype in 2001. Kids
"R Us is also testing a "Lifestyle Shop" concept in certain stores. These 2000
square foot sections of the stores are filled with an assortment of non-apparel
merchandise such as fashion accessories, bath and body products, cosmetics, home
decor, kids' electronics, Animal Alley plush merchandise and other items.
Approximately 100 Lifestyle Shops will be created in Kids "R" Us stores in 2001.
Apparel also continues to be a key element of the C-3 combo store format and
Babies "R" Us shopping experiences.

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

Babies "R" Us

      The company launched Babies "R" Us with its first six store openings in
1996. These stores target the pre-natal to preschool market in a 24,000 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. As of February 3, 2001, Babies "R" Us operated 17 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


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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 16 Babies "R" Us stores in 2000, closed 2 underperforming stores and
operated 145 Babies "R" Us stores in the United States as of February 3, 2001.
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 2001, some of
which will be the new 24,000 square foot prototype. The company utilizes its
existing distribution network to service the needs of the Babies "R" Us
division.

Toysrus.com

      Toysrus.com sells merchandise directly to the public via the Internet at
www.toysrus.com and www.babiesrus.com as a subsidiary of the company. The
company opened its virtual doors to the public in June 1998. A redesigned
website was launched in May 1999. In July 2000, the company launched
babiesrus.com, which specializes in baby and infant products. In order to
provide optimal customer service and order fulfillment in the rapid growth and
highly seasonal on-line toy retail business, a strategic alliance was formed
with Amazon.com and a co-branded store was launched in September of 2000. This
co-branded store offers a broad selection of toys, games, video game software,
video game hardware 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.

(d) Trademarks

      "TOYS "R" US", "KIDS "R" US", "BABIES "R" US" and "Imaginarium", as well
as variations 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 40 of the
company's 2000 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 page 23 of the


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company's 2000 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.

(h) Employees

      At February 3, 2001, the company employed approximately 69,000
individuals. Due to the seasonality of the company's business, employment rose
to approximately 121,000 during the 2000 Holiday Season.

ITEM 2. PROPERTIES

      See the Note, "Leases," in the company's Notes to Consolidated Financial
Statements included on page 32 of the company's 2000 Annual Report, which note
is incorporated herein by reference. Also see the section "Store Locations" on
the inside back cover page of the company's 2000 Annual Report, which section is
incorporated herein by reference. The following information related to
properties is as of February 3, 2001:

      Toys "R" Us - United States

      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, 436 of which are owned and 274 are leased and 11 distribution centers, 6
of which are owned and 5 are leased. This division also operates 37 Imaginarium
stores, all of which are leased. The distribution centers average approximately
464,000 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 279 stores, excluding 212 franchised stores, 107 of
which are owned and 172 are leased. International also operates 6 distribution
centers, 4 of which are owned and 2


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are leased.

      Kids "R" Us

      Kids "R" Us operates 198 stand alone children's clothing stores, 101 of
which are owned and 97 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 145 juvenile retail stores, 34 of which are owned
and 111 are leased. Babies "R" Us stores are serviced by existing Toys "R" Us
and Kids "R" Us distribution centers discussed above.

      Toysrus.com

      Toysrus.com leased three distribution centers as of February 3, 2001.
These distribution centers will cease operation during 2001 in conjunction with
the planned expansion of the strategic alliance with Amazon.com to include a
co-branded baby products on-line store as mentioned in Item 1 (a) "On-line
Retailing Strategic Initiatives" section. Toysrus.com leases a corporate office
in Fort Lee, New Jersey.

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.; 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 was in
violation of Section 5 of the Federal Trade Commission Act for its practices
relating to warehouse clubs. The complaint alleged that the company reached
understandings with various suppliers that such suppliers would not sell to the
clubs the same items that they sell to the company. The complaint also alleged
that the company "facilitated understandings" among the manufacturers that such
manufacturers would not sell to clubs. The complaint sought 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. On August 1, 2000, the United States Court of Appeals affirmed the
FTC's final order.

      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


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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 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 accrued all anticipated costs relating to this matter as of
January 30, 1999.

      Class Action Suits against Toys "R" Us, Inc., et al. In August 2000,
eleven purported class action lawsuits were filed (six in the United States
District Court for the District of New Jersey, three in the United States
District court for the Northern District of California, one in the United States
District Court for the Western District of Texas and one in the Superior Court
of the State of California, County of San Bernadino), against the company and
its affiliates Toysrus.com, Inc. and Toysrus.com, LLC. In September 2000, three
additional purported class action lawsuits were filed (two in the Untied States
District Court for the District of New Jersey and one in the United States
District Court for the Western District of Texas). These actions generally
purport to bring claims on behalf of all persons who have visited one or more of
the company's web sites and either made an online purchase or allegedly had
information about them unlawfully "intercepted," "monitored," "transmitted," or
"used." All the suits (except one filed in the United States District Court for
the District of New Jersey) also named Coremetrics, Inc. ("Coremetrics"), an
internet marketing company, as a defendant.

These lawsuits assert various claims under the federal privacy and computer
fraud statutes, as well as under state statutory and common law, arising out of
an agreement between the company and Coremetrics, alleging that the company
tracks its web site users' activities online and shares that information with
third parties in violation of the law. These suits seek damages in unspecified
amounts and other relief under state and federal law.

The company and Coremetrics filed a joint application with the Multidistrict
litigation panel (the "MDL Panel") to have all of the federal actions
consolidated and transferred to the United States District court for the
Northern District of California. A hearing on that application was held on
November 17, 2000, and all matters have now been consolidated in the United
States District Court for the Northern District of California.

The company believes that it has substantial defenses to these claims and plans
to vigorously defend these lawsuits.


                                       11
<PAGE>

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 February 3, 2001.

                                     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 40 of the company's 2000
Annual Report.

ITEM 6. SELECTED FINANCIAL DATA

      Selected financial data is hereby incorporated by reference to page 1 of
the company's 2000 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 25
of the company's 2000 Annual Report.

ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

      Qualitative and quantitative disclosures about market risk are hereby
incorporated by reference to pages 24 and 25 of the company's 2000 Annual
Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The following financial statements and supplementary data are hereby
incorporated by reference to pages 26 to 37 of the company's 2000 Annual Report.

(a)   Consolidated Balance Sheets as of February 3, 2001 and January 29, 2000

(b)   Consolidated Statements of Earnings for each of the three years in the
      period ended February 3, 2001

(c)   Consolidated Statements of Cash Flows for each of the three years in the
      period ended February 3, 2001

(d)   Consolidated Statements of Stockholders' Equity for each of the three
      years in the period ended February 3, 2001

(e)   Notes to Consolidated Financial Statements; and


                                       12
<PAGE>

(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 unconsolidated investees 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.


                                       13
<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
6, 2001 ("2001 Proxy Statement").

Executive Officers of the company

      (a)   The following persons are the Executive Officers of the company as
            of April 11, 2001, 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
     ----                 ---                      -------------------------
--------------------------------------------------------------------------------
John H. Eyler Jr.         53      President and Chief Executive Officer, and
                                  Director
--------------------------------------------------------------------------------
Michael G. Shannon        49      President - Administration and Logistics
--------------------------------------------------------------------------------
Francesca L. Brockett     41      Executive Vice President - Strategic Planning
                                  and Business Development
--------------------------------------------------------------------------------
James E. Feldt            46      Executive Vice President and President
                                  Merchandising and Marketing of Toys "R" Us
                                  United States Division
--------------------------------------------------------------------------------
Christopher K. Kay        49      Executive Vice President - General Counsel
                                  and Corporate Secretary
--------------------------------------------------------------------------------
Warren F. Kornblum        48      Executive Vice President - Worldwide
                                  Marketing and Brand Management
--------------------------------------------------------------------------------
Louis Lipschitz           56      Executive Vice President - Chief Financial
                                  Officer
--------------------------------------------------------------------------------
Richard L. Markee         47      Executive Vice President and President of
                                  Babies "R" Us Division and Chairman of Kids
                                  "R" Us Division
--------------------------------------------------------------------------------
Gregory R. Staley         53      Executive Vice President and President of Toys
                                  "R" Us United States Division
--------------------------------------------------------------------------------
Dorvin D. Lively          42      Senior Vice President - Corporate Controller
--------------------------------------------------------------------------------


                                       14
<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. 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 1996.

      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 Toys "R" Us United States Division. From October
1998 to March 1999, he was Executive Vice President and Chief Administrative
Officer. From prior to January 1996 to October 1998, he was President and Chief
Executive Officer of Gayfer's/Maison Blanche.

      Ms. Brockett has been employed by the company since September 1998.
Effective October 2000 she was appointed as Executive Vice President - Strategic
Planning and Business Development. From September 1998 to October 2000, she was
Senior Vice President - Strategic Planning and Business Development of the
company. From August 1997 to September 1998, she was Senior Vice President -
Strategic Planning of Tricon Global Restaurants. From prior to January 1996 to
August 1997, she was Vice President - Business Development of Taco Bell
Corporation.

      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 prior to January 1996 to April 1997, he was Executive Vice
President Merchandising, Allocation and Merchandise Distribution of Hills
Department Stores.

      Mr. Kay has been employed by the company since September 2000 as Executive
Vice President - General Counsel and Corporate Secretary. From April 1996 to
September 2000, he was the founding partner of Kay, Gronek & Latham. From prior
to January 1996 to April 1996, he was a partner at Foley & Lardner as well as
Co-Chairman of Foley & Lardner's national antitrust litigation section.

      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 January 1996 to November
1996, he was President, US Operations of Prism Communications.


                                       15
<PAGE>

      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.

      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 1996 to October 2000, he also served as President
of Kids "R" Us Division.

      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.

      Mr. Lively has been employed by the company since January 2001 as Senior
Vice President - Corporate Controller. From October 1998 to January 2001, he was
Vice President - Corporate Controller of Readers Digest Corporation. From prior
to January 1996 to September 1998, he was Chief Financial Officer of Silverado
Foods, Inc.

      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 2001 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. "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 2001 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 2001 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 2001
Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


                                       16
<PAGE>

                                     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 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 that involve inherent risks and
      uncertainties. Actual results may differ materially from those contained
      in any forward looking statement.

(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: May 2, 2001

      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 2nd day of May, 2001.

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

       *                    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 Officer)
Louis Lipschitz

/s/ Dorvin D. Lively        Senior Vice President - Corporate Controller
---------------------       (Principal Accounting Officer)
Dorvin D. Lively

       *
Michael Goldstein           Chairman of the Board

       *
RoAnn Costin                Director

       *
Calvin Hill                 Director

       *
Nancy Karch                 Director

       *
Shirley Strum Kenny         Director


                                       18
<PAGE>

       *
Charles Lazarus             Director, Chairman Emeritus

       *
Norman S. Matthews          Director

       *
Arthur B. Newman            Director

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 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 (v) Euro bond
                           public indebtedness issued to refinance outstanding
                           commercial paper obligations and (vi) yen denominated
                           note payable collateralized by the expected future
                           yen cash flows from license fees from Toys -- Japan.
                           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 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.
                           Incorporated herein by reference to Exhibit 10P to
                           registrant's Annual Report on Form 10-K for the year
                           ended January 29, 2000.

      10Q*                 Amendments to Retention Agreement between Toys "R"
                           Us, Inc. and Gregory R. Staley dated May 6, 1999 and
                           March 2, 2000, respectively. Incorporated herein by
                           reference to Exhibit 10P to registrant's Annual
                           Report on Form 10-K for the year ended January 29,
                           2000.

      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
                           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.

      10U*                 Amended Form of Retention Agreement for Executive
                           Officers of Toys "R" Us, Inc.

      10V*                 Retention Agreement between Toys "R" Us, Inc. and
                           John H. Eyler, Jr. dated January 6, 2000.
                           Incorporated herein by reference to Exhibit 10BB to
                           registrant's Annual Report on Form 10-K for the year
                           ended January 29, 2000.

      10W*                 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.

      10X*                 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.

      10Y*                 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.

      10Z*                 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.

      10AA*                Separation agreement between Toys "R" Us, Inc. and
                           Keith Van Beek dated as of June 9, 1999. Incorporated
                           herein by reference to Exhibit 10X to registrant's
                           Annual Report on Form 10-K for the year ended
                           January 29, 2000.

      10BB*                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 ended July 31, 1999.

      10CC*                Separation agreement between Toys "R" Us, Inc. and
                           Michael J. Madden dated as of September 24, 1999.
                           Incorporated herein by reference to Exhibit 10AA to
                           registrant's Annual Report on Form 10-K for the year
                           ended January 29, 2000.


                                       24
<PAGE>

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

       13                  Registrant's Annual Report to Stockholders for the
                           year ended February 3, 2001. 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 March 2001.

*     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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