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                       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 1, 1997

                                    ---------

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

        Internal Revenue Service - Employer Identification No. 22-3260693
                    461 From Road, Paramus, New Jersey 07652
                                 (201) 262-7800
           Securities Registered Pursuant to Section 12(b) of the Act:
       Title of each class           Name of each exchange on which registered
       -------------------           -----------------------------------------
       Common Stock, $.10 par value            New York Stock Exchange

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

      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
      of this Form 10-K.

      At April 14,  1997,  the  aggregate  market  value of voting stock held by
      non-affiliates  was  $7,965,141,513 based  on  the  285,744,987  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 1,1997 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 4, 1997, 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................................................    5
Item 3.        Legal Proceedings.........................................    6
Item 4.        Submission of Matters to a Vote of Security Holders.......    7

PART II.

Item 5.        Market for the Registrant's Common Stock
                    and Related Stockholder Matters......................    9
Item 6.        Selected Financial Data...................................    9
Item 7.        Management's Discussion and Analysis of
                    Financial Condition and Results of Operations........    9
Item 8.        Financial Statements and Supplementary Data...............    9
Item 9.        Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure...............    10


PART III.

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

PART IV.

Item 14.       Exhibits, Financial Statements, Schedules and Reports
                    on Form 8-K..........................................    11




                                       1


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                                     PART I

ITEM 1.   BUSINESS

Toys "R" Us, Inc. and its  subsidiaries  (the  "Company") is the world's premier
retailer  of  children's  products,  bringing  toys,  apparel  and baby needs to
children and their parents. As of April 14, 1997, the Company was engaged in the
operation of 1,373 children's  specialty retail stores  consisting of 976 United
States locations comprised of 680 toy  stores  under the name "Toys "R" Us", 212
children's  clothing  stores  under the name  "Kids  "R" Us," 82  infant-toddler
stores under the name "Babies "R" Us", and two superstores  combining all of the
"R" Us"  formats  mentioned  above  under  the  name  "Toys  "R" Us  KidsWorld".
Internationally,  the  Company  operates  397 toy  stores,  including  franchise
stores,  under the name "Toys "R" Us." The Company is  incorporated in the state
of Delaware.

(a)  General Development of the Business

     Merger with Baby Superstore

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

     Worldwide Restructuring

     The Company has  substantially  completed its 1995  restructuring  program,
including the strategic inventory  repositioning  portion, which streamlined the
Company's  merchandise  assortment by eliminating the number of items carried in
its toy stores by more than 20%. By eliminating certain product,  the Company is
able to display a more-in-depth merchandise presentation,  further enhancing the
Company's selection  advantage.  The Company also closed 3 toy stores and 7 Kids
"R" Us stores in the United  States and  franchised  all 9 Toys "R" Us stores in
the Netherlands,  pending certain regulatory approvals. In addition, the Company
consolidated 3 distribution centers and various administrative facilities in the
United States and Europe.  Remaining  portions of the restructuring  program are
expected to be completed in 1997, except for long-term lease commitments,  which
will be completed throughout 1997 and thereafter.

(b)  Financial Information About Geographic Segments

     Information  about  geographic  segments,  as set forth in the notes to the
Consolidated  Financial  Statements  on page  22 of the  Company's  1996  Annual
Report, is incorporated herein by reference.




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(c)  Narrative Description of the Business

     See the section  "Store  Locations" on page 2 of the Company's  1996 Annual
Report, which section is incorporated herein by reference.

     Toys "R" Us - United States

     Toys "R" Us-United  States ("Toys "R" Us") operates in 49 states and Puerto
Rico and sells both  children's  and adult's  toys,  games,  bicycles,  sporting
goods,  electronic  and video  games,  small pools,  books,  infant and juvenile
furniture and similar items 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 everyday low
prices.
     Toys "R" Us believes the flexibility afforded by its warehouse/distribution
system and by ownership of its own fleet of trucks 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  the  proper  amount  of
merchandise to each store and keep the stores  adequately  stocked at all times.
Furthermore,  in  1996,  an  improved  replenishment  system  was  installed  in
approximately  one-third of the United States toy stores.  This system pinpoints
the exact location of merchandise throughout the store. Additional United States
toy stores will install this system in 1997.
     Most Toys "R" Us stores conform to a 46,000 square feet  prototype  design,
with 30,000 and 20,000  square feet stores  opened in smaller  markets,  and are
generally  freestanding  units or located in strip malls. Toys "R" Us introduced
13 of its new "Concept 2000" design stores in 1996, 10 of which were new stores.
These  stores  feature  a  spacious  14 foot  center  aisle  and a 10 foot  wide
racetrack  oval  aisle.  The  center of these  stores  feature  low  merchandise
displays and life-size icons that identify product categories.  All new Toys "R"
Us stores will feature the "Concept 2000" design.
     Including the Concept 2000 stores  mentioned  above,  Toys "R" Us opened 30
new toy stores in 1996.  The Company will continue its long range growth plan by
opening  approximately  25 new toy  stores in the  United  States  in 1997.  The
Company  utilizes  demographic  data to  determine  which  markets to enter.  In
addition,  Toys "R" Us will accelerate the roll-out of the "Concept 2000" format
by remodeling approximately 57 existing toy stores in 1997.
     Toys "R" Us  launched  its new  superstore  concept  with the  opening of 2
KidsWorld stores in 1996. These  superstores  include "Toys "R" Us", "Babies "R"
Us" and "Kids "R" Us" store concepts under one roof.  KidsWorld stores encompass
approximately  90,000  square feet with 30 foot  ceiling  heights and each has a
huge skylight over the center of the store.  These stores also include  licensed
operations  for a national  quick service food chain,  candy store,  haircutting
center,  photo studio and shoe  department.  KidsWorld  offers  customers a very
broad selection of toys,  clothing and infant needs at our traditional  everyday
low prices.


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Toys "R" Us - International

     Toys "R"  Us-International  ("International")  operates or  franchises  toy
stores in 26 countries outside the United States. These stores generally conform
to prototypical designs similar to those used by Toys "R" Us. International owns
and maintains its own fleet of tractors and trailors in most of the countries in
which  International  operates stores.  International also employs  computerized
inventory  systems  similar  to those  utilized  by Toys "R" Us.  As part of the
Company's long range growth plans,  International added 59 toy stores, including
27 franchise  stores in 1996.  The Company  plans to continue its  International
expansion with approximately 40 new toy stores in 1997, including  approximately
15 franchise stores.

Kids "R" Us

     Kids "R" Us children's clothing stores feature brand name and private label
first quality children's  clothing.  The stores conform to prototypical  designs
consisting  of  approximately  15,500 to 21,500  square  feet and are  typically
freestanding  units or  located  in strip  centers.  Using  demographic  data to
determine  which  markets  to enter,  Kids "R" Us opened 7  children's  clothing
stores in 1996 and plans on opening approximately 5 stores in 1997.

Babies "R" Us

     The Company  opened its first 6 Babies "R" Us stores in 1996.  These stores
target the newborn to preschool  market in a 38,000 square foot  prototype  that
offers over 40 room settings of juvenile furniture such as cribs and dressers as
well as playards,  bumper seats,  high chairs,  strollers,  car seats and infant
toddler  and  preschool  toys.  These  stores  carry over 5,000  square  feet of
specialty  name brand and  private  label  clothing  and a wide range of feeding
supplies,  health and beauty  aides and infant care  products.  In  addition,  a
computerized  baby registry  service is offered.  Babies "R" Us is designed with
low  profile  merchandise  displays  in the  centers 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  of Baby  Superstore  on February  3, 1997.  Baby  Superstore  was a
leading  large  format  retailer  of baby and young  children's  products in the
United  States  with 76 stores in 23  states,  primarily  in the  southeast  and
midwest.  Products sold by Baby  Superstore were directed  towards  newborns and
children  up to three  years  old.  The  Company  plans to convert  and  operate
substantially all of the existing Baby Superstore stores as Babies "R" Us format
stores. The Company plans on opening approximately 20 new Babies "R" Us stores
in 1997.

(d)  Trademarks

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

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(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 the fourth quarter.
     See the quarterly financial data contained on page 26 of the Company's 1996
Annual Report, which section is incorporated herein by reference.

(f)  Working Capital

     For a  discussion  of  the  Company's  working  capital  requirements,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  on pages  12 and 13 of the  Company's  1996  Annual  Report,  which
section is incorporated herein by reference.

(g)  Competition

     All aspects of the retailing  industry are highly  competitive.  All 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 specialty  retailers of toy and children's related
products, department stores and discount and supercenter type retail stores.

(h)  Employees

     At February 1, 1997,  the total  number of persons  employed by the Company
was 63,000.  The number of persons employed by the Company  increased to 107,000
during the 1996 Holiday Season.

ITEM 2.  PROPERTIES - All  information  related to properties is as of April 14,
1997.

     Toys "R" Us - United States

     A significant  portion of the properties operated by Toys "R" Us are owned.
Toys "R" us either  purchases  or leases  properties  depending  on the economic
terms  available.  Toys "R" Us  generally  has  long-term  leases with  multiple
renewal options where properties are leased.
     Toys "R" Us  operates  680 toy  stores,  426 of which are owned and 254 are
leased.  Toys "R" Us also operates 2 KidsWorld stores, 1 of which is owned and 1
is leased.  Toys "R" Us operates 17 distribution  centers, 13 of which are owned
and 4 are leased.  These  distribution  centers  average  approximately  443,000
square feet each in size and are  strategically  located  throughout  the United
States to efficiently service these stores.
     The Company also leases corporate offices in Paramus and Rochelle Park, New
Jersey and owns a data center in Parsippany, New Jersey.


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     Kids "R" Us

     Kids "R" Us operates 212 children's  clothing stores, 98 of which are owned
and 114 are leased. Kids "R" Us owns and operates three distribution centers,
which average approximately 307,000 square feet each in size.

     Toys "R" Us - International

     International  operates  340 stores,  excluding  13 joint  ventures  and 44
franchised stores, 104 of which are owned and 236 are leased. International also
operates 10 distribution centers, 5 of which are owned and 5 are leased.

      Babies "R" Us

     Babies "R" Us operates 82 juvenile  retail  stores (76 stores were acquired
in the merger with Baby  Superstores  on February 3, 1997),  1 of which is owned
and 81 are leased.  Babies "R" Us stores are  serviced  by 1 owned  distribution
center, as well as existing Toys "R" Us and Kids "R" Us distribution centers
discussed above.

     See the Note,  "Leases," in the Company's Notes to  Consolidated  Financial
Statements  included on page 20 of the Company's 1996 Annual Report,  which note
is incorporated  herein by reference.  Also see the section "Store Locations" on
page 2 of the Company's 1996 Annual Report, which section is incorporated herein
by reference.

ITEM 3. LEGAL PROCEEDINGS

     On July 12, 1996, an  arbitrator  rendered an award in favor of Yusuf Ahmed
Alghanim & Sons,  W.L.L.  ("Alghanim")  and  against  the  Company  and  awarded
Alghanim $46.4 million plus interest from December 1994. This award was rendered
in connection with a dispute between  Alghanim and the Company  involving rights
under a 1982  license  agreement  for toy store  operations  in the Middle East.
Accordingly,  the Company has recorded a provision of $59.5 million representing
all expected costs in connection with this matter. The Company believes that the
findings of the  arbitrator  are not supported by the evidence  presented in the
case and is contesting this award in the courts.  In September 1996, The Company
filed a motion to vacate the  arbitration  award in the United  States  District
Court. That motion was denied on December 13, 1996 and the arbitration award was
confirmed.  The  Company  has filed an appeal  with the United  States  Court of
Appeals for the Second Circuit.
     On May 22,  1996,  the Staff of the Federal  Trade  Commission  (the "FTC")
filed an administrative  complaint against the Company alleging that the Company
is in  violation  of  Section  5 of the  Federal  Trade  Commission  Act for its
practices  relating to warehouse clubs.  The complaint  alleges that the Company
reached  understandings  with various  suppliers that such suppliers not sell to
the clubs the same  items  that they sell to the  Company.  The  complaint  also
alleges that the Company  "facilitated  understandings"  among the manufacturers
that such manufacturers not sell to clubs. The complaint seeks an order that the
Company  cease  and  desist  from  this  practice.  Hearings  on this  complaint
commenced on March 5, 1997.



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     Since the filing of the FTC complaint, several class action suits have been
filed against the Company,  alleging that the Company has violated certain state
competition  laws as a consequence of the behavior alleged in the FTC complaint.
These class action suits seek  damages in  unspecified  amounts and other relief
under state law.  The Company  believes  that both its policy and its conduct in
connection with the foregoing are within the law and plans to contest the action
vigorously.
     The  Company  also is named as a  defendant  in  legal  proceedings  in the
ordinary course of its business.  The Company  believes that none of these other
legal proceedings are material to its business or financial condition.

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

     None.

Executive Officers of the Company

     (a) The following  persons are the executive  officers of the Company as of
April 14, 1997, having been elected to their respective  offices by the Board of
Directors of the Company to serve until the election and  qualification of their
respective successors:



          Name               Age               Position with the Company
          ----               ---               -------------------------

Michael Goldstein            55         Vice Chairman of the Board and Chief    
                                        Executive Officer


Robert C. Nakasone           49         President and Chief Operating Officer


Louis Lipschitz              52         Executive Vice President and Chief
                                        Financial Officer


Michael J. Madden            48         Executive Vice President - President
                                        of U.S. Toy Store Operations Division


Richard L. Markee            44         Executive Vice President - President
                                        of Kids "R" Us and Babies "R" Us
                                        Divisions


Gregory R. Staley            49         Executive Vice President - President
                                        of Toys "R" Us International Division


Roger C. Gaston              41         Senior Vice President - Human Resources


Robert J. Weinberg           48         Senior Vice President - General
                                        Merchandise Manager of U.S. Toy
                                        Store Division


Joseph J. Lombardi           35         Vice President - Controller



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     (b) The following is a brief account of the business  experience during the
past five years for each of the executive officers of the Company:

     Mr.  Goldstein  has been  employed by the Company for more than five years.
Effective  February  1994,  he  became  Vice  Chairman  of the  Board  and Chief
Executive  Officer.  From February 1993 to January 1994, he was Vice Chairman of
the Board and Chief Administrative  Officer. From prior to 1992 to January 1993,
he was Vice  Chairman  of the  Board  and  Chief  Financial  and  Administrative
Officer.

     Mr.  Nakasone  has been  employed  by the Company for more than five years.
Effective February 1994, he became President and Chief Operating  Officer.  From
prior to 1992 to January  1994,  he was Vice Chairman of the Board and President
of Worldwide Toy Stores.

     Mr.  Lipschitz  has been  employed by the Company for more than five years.
Effective  February 1996, he became Executive Vice President and Chief Financial
Officer.  From February  1993 to January  1996,  he was Senior Vice  President -
Finance and Chief Financial Officer.  From prior to 1992 to January 1993, he was
Vice President - Finance and Treasurer.

     Mr.  Madden has been  employed  by the  Company  for more than five  years.
Effective  February 1996, he became  Executive Vice President of the Company and
President  of U.S.  Toy Store  Operations  Division.  From March 1995 to January
1996, he was Group Vice President of Store Operations - U.S. Toy Store Division.
From February  1993 to February  1995,  he was Senior Vice  President,  Regional
Operations  and  Distribution - U.S. Toy Store  Division.  From prior to 1992 to
January  1993, he was Vice  President,  Physical  Distribution  - U.S. Toy Store
Division.

     Mr.  Markee has been  employed  by the  Company  for more than five  years.
Effective  February 1996, he became  Executive Vice President of the Company and
has served as President of Kids "R" Us Division  since March 1993 and Babies "R"
Us  Division  since its  inception  in  September  1995.  From  prior to 1992 to
February 1993, he was Vice President - General  Merchandise Manager for Kids "R"
Us Division.

     Mr.  Staley has been  employed  by the  Company  for more than five  years.
Effective  February 1996, he became  Executive Vice President of the Company and
has served as President of Toys "R" Us International Division since August 1995.
From  prior  to  1992  to  July  1995,  he was  Senior  Vice  President  General
Merchandise Manager for Toys "R" Us International Division.


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     Mr. Gaston has been employed by the Company since December,  1996 as Senior
Vice President - Human  Resources.  From September 1993 to November 1996, he was
Executive Vice President - Human Resources of Carson,  Pirie, Scott and Company.
From prior to 1992 to August 1993, he was Group Vice President - Human Resources
and Administration of Finest Supermarkets-AHOLD, USA.

     Mr.  Weinberg  has been  employed  by the Company for more than five years.
Effective  January 1997, he became Senior Vice  President,  General  Merchandise
Manager - U.S. Toy Store Division.  From prior to 1992 to December  1996, he was
Senior Vice President, Divisional Merchandise Manager - U.S. Toy Store Divison.

     Mr.  Lombardi  has been  employed by the Company  since August 1995 as Vice
President -  Controller.  From October 1994 to July 1995,  he was a Partner with
Ernst & Young LLP, a public accounting firm, and was a Senior Manager with Ernst
& Young LLP, since prior to 1992 to September 1994.

                                   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 26 of the  Company's  1996
Annual Report.

ITEM 6. SELECTED FINANCIAL DATA

     Selected  financial data are hereby  incorporated by reference to page 3 of
the Company's 1996 Annual Report.

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

     Management's  discussion and analysis of financial condition and results of
operations  is  hereby  incorporated  by  reference  to  pages  12 and 13 of the
Company's 1996 Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  following  financial  statements  and  supplementary  data are  hereby
incorporated by reference to pages 14 to 23 of the Company's 1996 Annual Report.

(a)  Consolidated Balance Sheets as of February 1, 1997 and February 3, 1996

(b)  Consolidated Statements of Earnings for each of the three years in the
period ended February 1, 1997


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(c)  Consolidated  Statements of Cash Flows for each of the three years in the
period ended February 1, 1997

(d)  Consolidated Statements of Stockholders' Equity for each of the three
years in the period ended February 1, 1997

(e)  Notes to Consolidated Financial Statements; and

(f)  Report of Ernst & Young LLP.

     Individual  financial  statements of the registrant's  subsidiaries are not
furnished  because  consolidated   financial   statements  are  furnished.   The
registrant is primarily a holding company, the expenses and obligations of which
are paid by its  consolidated  subsidiaries  through  a fee  based  on  expenses
incurred  for  its  consideration  for  management  services  provided  to  such
subsidiaries by the registrant.  All subsidiaries of the registrant are at least
80% owned.
     Financial  statements of 50%-owned joint ventures are not submitted because
such  companies,  considered in the aggregate,  are not considered a significant
subsidiary as defined in Regulation S-X.

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

     None.

                                    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 1996 Proxy Statement.

     Information  with respect to the  executive  officers of the Company is set
forth in Item 4 of Part I of this report on Form 10-K.

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" and "- Aggregated  Option  Exercises in Last
Fiscal Year and Fiscal  Year-End  Option  Values",  in the Company's  1996 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  1996 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.


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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  1996  Proxy
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information with respect to certain  relationships and related transactions
is  hereby  incorporated  herein  by  reference  to the  section,  "Election  of
Directors - Certain Transactions", in the Company's 1996 Proxy Statement.


                                     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)  Reports on Form 8-K

     On January 7, 1997, the  Company filed  a Form 8-K in  connection  with the
     Company's  announcement  reporting  sales  for  its  1996  Holiday  Selling
     Season.

     On February 3, 1997,  the Company filed a Form 8-K in  connection  with the
     announced completion of the Company's acquisition of Baby  Superstore, Inc.


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                                  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 Louis Lipschitz, Executive Vice President
                                  and Chief Financial Officer

 Date: April 25, 1997

     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 25th day of April, 1997.

      Signature                                       Title
      ---------                                       -----
Charles Lazarus                Chairman of the Board

Michael Goldstein              Director, Vice Chairman of the Board and Chief
                               Executive
                               Officer (Principal Executive Officer)

Louis Lipschitz                Executive Vice President and Chief Financial
                               Officer
                               (Principal Financial Officer)

Joseph J. Lombardi             Vice President - Controller (Principal Accounting
                               Officer)

Robert A. Bernhard             Director

RoAnn Costin                   Director

Milton S. Gould                Director

Shirley Strum Kenney           Director

Norman S. Matthews             Director

Howard W. Moore                Director

Robert C. Nakasone             Director

Harold M. Wit                  Director

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


                                       12



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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.

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

3B               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 is filed herewith.

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 beissued 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.



                                       13



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

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

10A*             Stock  Option Plan of  the  registrant,  as amended as of April
                 22, 1993.  Incorporated  herein  by reference to Exhibit 10A to
                 registrant's  Annual  Report on  Form  10-K for the year  ended
                 January 30, 1993.

10B*             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).


*    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.


                                       14





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

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*             Stock  Option   Agreement   dated   as   of  February  1,  1988
                 between    registrant   and   Robert   Nakasone.   Incorporated
                 herein  by  reference  to  Exhibit  10G  to registrant's Annual
                 Report  on  Form 10-K  for  the  year  ended  January 31, 1988,
                 Commission  File  Number  1-117.   The  first  amendment  dated
                 as of  April 1, 1989  to  such  agreement  (incorporated herein
                 by  reference  to  Exhibit  10G  to  registrant's Annual Report
                 on  Form  10-K   for   the   year   ended   January  29,  1989,
                 Commission  File  Number  1-1117).  The second  amendment dated
                 as  of  September  19,  1989  to  such  agreement (incorporated
                 herein  by  reference  to  Exhibit 10G to  registrant's  Annual
                 Report  on  Form 10-K  for  the year ended  January  28,  1990,
                 Commission File Number 1-1117).

10E*             Stock Option  Agreement dated as of February  1,  1988  between
                 registrant  and   Michael  Goldstein  (incorporated  herein  by
                 reference  to  Exhibit  10H to  registrant's  Annual  Report on
                 Form 10-K  for  the year  ended  January 31,  1988,  Commission
                 File  Number   1-1117).   The   first  amendment  dated  as  of
                 April  1,  1989  to  such  agreement  (incorporated  herein  by
                 reference  to  Exhibit  10H  to  registrant's  Annual Report on
                 Form 10-K  for the  year  ended  January  29,  1989, Commission
                 File  Number   1-1117).   The  second  amendment  dated  as  of
                 September 19, 1989 to such agreement  (incorporated  herein  by
                 reference  to  Exhibit 10H  to  registrant's  Annual  Report on
                 Form 10-K  for the  year ended  January  28,  1990,  Commission
                 File Number 1-1117).


*    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.



                                       15



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

10F*             Stock  Option  Plan and  Agreement  dated  as of March 14, 1989
                 between   registrant   and    Charles  Lazarus,   and  a  First
                 Amendment thereto dated as of September 19, 1989.  Incorporated
                 by  reference  to  Exhibit 10I to registrant's Annual Report on
                 Form 10-K for the  year ended January 28, 1990, Commission File
                 Number 1-1117.

10G*             Non-Employee  Directors' Stock  Option  Plan as  adopted by the
                 Board of Directors on  September 19, 1990  and  approved by the
                 registrant's  stockholders  on  June 3, 1991,  and  amended and
                 restated  as  of  December  6,  1995.  Incorporated  herein  by
                 reference  to Exhibit 10A  to  registrant's Proxy Statement for
                 the year ended February 3, 1996.

10H*             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.

10I*             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.

10J*             Toys  "R"  Us, Inc. 1994 Stock Option and Performance Incentive
                 Plan  effective November  1,  1993,  as  amended.  Incorporated
                 herein by reference to Exhibit 4.1 to registrant's Registration
                 Statement No. 33-64315.

10K*             Toys  "R"  Us,  Inc.  Management  Incentive  Compensation  Plan
                 adopted  March  28,  1994  (incorporated  herein  by  reference
                 to  Exhibit 10L  to  registrant's Annual  Report on  Form  10-K
                 for  the  year  ended  January  29, 1994).  The first amendment
                 to such  plan adopted on April 20, 1995 (incorporated herein by
                 reference to Exhibit 10.11 to the Form 8-B).


*    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.


                                       16




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

10L*             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.

10M*             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.

10N*             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.

10O              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 (the "Form 10-Q").

13               Registrant's Annual Report to Stockholders for  the  year ended
                 February 1, 1997.  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. Consent of Independent Auditors,
                 Ernst & Young LLP

27               Financial Data Schedule


*    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.


                                       17



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