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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ============
                              FORM 10-Q/A
                              ============

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended August 3, 2002




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                   Commission file number 1-11609

                         TOYS "R" US, INC.
            Incorporated pursuant to the Laws of Delaware

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     Internal Revenue Service - Employer Identification No. 22-3260693
                461 From Road, Paramus, New Jersey, 07652
                          (201) 262-7800


      Indicate by check mark whether the  registrant  (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the  Securities  Exchange
      Act of 1934 during the  preceding 12 months (or for such shorter period
      that the  registrant  was  required to file such  reports)  and (2) has
      been subject to such filing requirements for the past 90 days.
      Yes  [  ]       No  [X]

      212,472,227 shares of the registrant's Common Stock were outstanding on
      August 30, 2002.


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                                      INDEX



PART II - OTHER INFORMATION                                     PAGE
                                                                ----


     Item 6. Exhibits..........................................  2


SIGNATURES.....................................................  3





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Item 6.  Exhibits


          This amendment is being made to re-file the same exhibits that
          were previously transmitted to the Commission as correspondence
          on September 12, 2002.


          (a)      Exhibits

                           Exhibit 99.1   Certification of Chief Executive
                                          Officer Pursuant to 18 U.S.C. Section
                                          1350, as Adopted Pursuant to Section
                                          906 of the Sarbanes-Oxley Act of 2002.

                           Exhibit 99.2   Certification of Chief Financial
                                          Officer Pursuant to 18 U.S.C. Section
                                          1350, as Adopted Pursuant to Section
                                          906 of the Sarbanes-Oxley Act of 2002.


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                               SIGNATURES



         Pursuant to the requirements 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.




         Date:  September 13, 2002              Toys "R" Us, Inc.
                                                --------------------------------
                                                (Registrant)






                                                /s/ Louis Lipschitz
                                                --------------------------------

                                                Louis Lipschitz
                                                Executive Vice President and
                                                Chief Financial Officer




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