===================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                              ============
                               FORM 10-Q
                              ============
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                              ACT OF 1934
          For the quarterly period ended May 1, 1999

                              ============
               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

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  [X]       No  [  ]

247,589,089 shares of the registrant's  Common Stock were outstanding on May 17,
1999.

  ===================================================================

<PAGE>


                                   INDEX
                                                                            PAGE
PART I  FINANCIAL INFORMATION
     Item 1. Financial Statements
             Condensed Consolidated Balance Sheets.............................2

             Condensed Consolidated Statements of Earnings.....................3

             Condensed Consolidated Statements of Cash Flows...................4

             Notes to Condensed Consolidated Financial Statements..............5

     Item 2. Management's Discussion and Analysis of Results of Operations and
             Financial Condition...............................................6

PART II - OTHER INFORMATION...................................................11
SIGNATURES....................................................................13




                                   1


<PAGE>
<TABLE>



                         TOYS "R" US, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                       ==========================================
                                   (In millions)

<CAPTION>
                                                   May 1,      May 2, January 30,
                                                    1999        1998       1999
<S>                                                  <C>         <C>       <C>
ASSETS



Current Assets:
     Cash and cash equivalents                    $  289       $  438     $  410
     Accounts and other receivables                  204          178        204
     Merchandise inventories                       2,209        2,656      1,902
     Prepaid expenses and other current assets        86           66         81
               Total current assets                2,788        3,338      2,597

Property and equipment, net and other assets       4,935        4,741      4,955

Goodwill, net                                        344          354        347

                                                  $8,067       $8,433     $7,899



LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
      Short-term borrowings                       $  591       $  824     $  156
      Accounts payable                             1,411        1,446      1,415
      Accrued expenses
      and other current liabilities                  505          443        696
      Income taxes payable                           176          161        224
          Total current liabilities                2,683        2,874      2,491


Long-term debt                                     1,229          867      1,222
Deferred income taxes                                333          223        333
Other liabilities                                    227          122        229
Stockholders' equity                               3,595        4,347      3,624
                                                  $8,067     $  8,433   $  7,899

<FN>

          See notes to condensed consolidated financial statements.

</FN>
</TABLE>






                                   2

<PAGE>
<TABLE>



                    TOYS "R" US, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                              (Unaudited)
          ===================================================
               (In millions except per share data)

<CAPTION>

                                                         13 Weeks Ended
                                                       May 1,         May 2,
                                                       1999           1998
<S>                                                     <C>            <C>
Net sales                                           $  2,166         $  2,043


Costs and expenses:
   Cost of sales                                       1,505            1,417
   Selling, advertising, general & administrative        552              518
   Depreciation and amortization                          66               61
   Interest expense- net                                  16               17

                                                       2,139            2,013


Earnings before taxes on income                           27               30
Taxes on income                                           10               11
Net earnings                                        $     17           $   19

Basic earnings per share                            $    .07           $  .07
Weighted average basic shares outstanding             249.2            280.2

Diluted earnings per share                          $    .07           $  .07
Weighted average diluted shares outstanding           249.3            282.3
<FN>

          See notes to condensed consolidated financial statements.



</FN>
</TABLE>


                                   3

<PAGE>
<TABLE>



                    TOYS "R" US, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
          ====================================================
                              (In millions)



<CAPTION>

                                                              13 Weeks Ended
                                                             May 1,       May 2,
                                                             1999          1998

<S>                                                          <C>            <C>



Cash flows from operating activities:
Net earnings                                                $ 17           $ 19
Adjustments to reconcile net earnings
to net cash used in operating activities:
     Depreciation and amortization                            66             61
     Deferred income taxes                                     -              5
     Changes in operating assets and liabilities:
          Merchandise inventories                           (307)          (192)
          Accounts payable and other operating liabilities  (242)          (161)
          Other operating assets                              (7)           (11)
     Net cash used in operating activities                  (473)          (279)
Cash flows used in investing activities:
Capital expenditures, net                                    (78)           (80)
Cash flows from financing activities:
Short-term borrowings, net                                   450            691
Long-term borrowings                                          10             31
Long-term debt repayment                                     (15)           (10)
Exercise of stock options                                      6             14
Share repurchase program                                     (53)          (150)
     Net cash provided by financing activities               398            576


Effect of exchange rate changes
on cash and cash equivalents                                  32              7
Cash and cash equivalents:
(Decrease)/increase during period                           (121)           224
Beginning of period                                          410            214
End of period                                               $289           $438
Supplemental disclosures of cash flow information:
Income tax payments                                         $ 56           $ 73

Interest paid                                               $ 21           $ 23

<FN>


                See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                        4


<PAGE>


                    TOYS "R" US, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)
          ==========================================================
                              (In millions)

1.      Interim reporting

        The interim financial statements are unaudited and are subject to year-
        end adjustments.  However, in the opinion of management, all known
        adjustments (which consist primarily of normal recurring accruals), have
        been made and the interim financial statements present fairly the
        consolidated financial condition and operating results for the unaudited
        periods.  Because of the seasonal nature of the Company's business,
        results for interim periods are not indicative of results to be expected
        for the fiscal year.

2.      Commercial paper

        Commercial  paper of $368 million is classified as long-term debt at May
        1, 1999 and  January  30,  1999 as the  Company  maintains  long-term
        committed  credit agreements  to support  these  borrowings  and intends
        to  refinance  them on a long-term basis through  commercial paper
        borrowings.  Additionally,  commercial paper of $274 million and $328
        million are included in  short-term  borrowings at May 1, 1999 and May
        2, 1998, respectively.

3.      Comprehensive income

        Comprehensive  income  amounted  to $17  million  and $48  million for
        the first quarter  ended May 1,  1999 and May 2,  1998,  respectively,
        as a result of the change in foreign currency translation.

4.      Segments

        The Company's reportable segments are Toys R Us - United States and Toys
        R Us - International.  Divisions that do not meet quantitative
        reportable thresholds are included in the category classified as Other,
        which is comprised of the Kids R Us, Babies R Us and Toys R Us Direct
        divisions. Information related to segments is as follows:
<TABLE>

<CAPTION>
                                               May 1,                 May 2,
                                               1999                   1998

<S>                                          <C>                      <C>

       Net sales
            Toys R Us  USA                  $  1,184                $ 1,165
            Toys R Us  International             523                    482
            Other                                459                    396
       Total                                $  2,166                $ 2,043
       Operating earnings/(loss)
            Toys R Us  USA                  $     41                $    48
            Toys R Us  International             (20)                   (19)
            Other                                 27                     20
            General corporate expenses            (5)                    (2)
            Interest expense, net                (16)                   (17)
       Earnings before taxes on income      $     27                $    30

<FN>

5.     Other Matters See Part II - Item I - Legal Proceedings.

</FN>
</TABLE>


                                                        5


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                         AND FINANCIAL CONDITION
       ==================================================================



Results of Operations

Total  consolidated  sales  increased 6% to $2.2  billion for the first  quarter
ended May 1, 1999,  as compared  with $2 billion for the first quarter ended May
2, 1998. On a consolidated  basis,  comparable store sales, in local currencies,
increased  by 2% for the  first  quarter  of 1999,  as  compared  with the first
quarter of 1998. The sales increases were primarily driven by the Companys store
expansion and the growth in the Companys Babies R Us division.

Comparable store sales for the Toys R Us  USA division increased by 1% for the
first quarter of 1999, as compared with the first quarter of 1998.  The increase
was primarily driven by the growing strength of the toy industry and
improvements being made in the Company's base business.  Internationally, the
Company's overall comparable toy store sales were flat, on a local currency
basis, for the first quarter of 1999, as compared with the first quarter of
1998.  The Company's Babies R Us division had a comparable store sales increase
in the mid-teens for the quarter, driven by an increase in customer counts as
well as an increase in our average sale per customer.  The Company's Kids R Us
division experienced a decrease in comparable store sales in the low single
digits for the first quarter of 1999, as compared with the first quarter of
1998.

On a consolidated basis, cost of sales, as a percentage of sales, increased by
approximately 0.1% for the first quarter of 1999, as compared with the first
quarter of 1998.  Cost of sales for both the Toys R Us  USA and International
divisions each increased by 0.4% for the first quarter of 1999, as compared with
the first quarter of 1998.  These increases were due in part to a change in the
sales mix.  The Companys other divisions experienced a combined decrease in cost
of sales, as a percentage of sales, for the first quarter of 1999 as compared
with the first quarter of 1998, primarily due to a shift in the sales mix.

Consolidated selling, advertising, general and administrative expenses (SG&A) as
a  percentage  of sales  increased  by 0.1% for the first  quarter  of 1999,  as
compared  with the  first  quarter  of 1998.  SG&A,  as a  percentage  of sales,
remained flat in both the Company's Toys R Us USA and International divisions
for the first quarter of 1999,  as compared  with the first quarter of 1998.
During the same period,  the Company's other divisions  reported a combined 0.1%
increase in SG&A, as a percentage of sales.

Depreciation and  amortization  increased by $5 million for the first quarter of
1999,  as compared  with the first  quarter of 1998 as a result of the Company's
continued store expansion and growth.

Foreign  currency  exchange  did not  have a  material  effect  on  sales or net
earnings for the first quarter ended May 1, 1999.


                                        6

<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                         AND FINANCIAL CONDITION
          ==================================================================
                                  (continued)


Restructuring and Other Charges

During  1998 the Company  announced  strategic  initiatives  to  reposition  its
worldwide business and other charges including the customer-focused reformatting
of its toy stores into the new C-3 format,  as well as the  restructuring of its
International  operations  which  resulted  in a charge  of $353  million  ($279
million net of tax benefits,  or $1.05 per share).  Details on the components of
the  Company's  strategic  initiatives  and other  charges are  described in the
Company's  Annual  Report for the year  ended  January  30,  1999;  the  reserve
balances as at that date and subsequent utilization are as follows:

<TABLE>

<CAPTION>

Description                       Reserve Balance               Reserve Balance
                                        @ 1/30/99    Utilized          @ 5/1/99
<S>                                       <C>          <C>               <C>

Closings/Downsizings:
   Lease commitments                        $  81       $   -             $  81
   Severance and other closing costs           25           1                24
   Other                                       24           -                24
Total Restructuring                         $ 130       $   1             $ 129
Changes in accounting estimates and
    provisions for legal settlements        $  39           -             $  39


<FN>

The Company has closed two Toys R Us toy stores and three Kids R Us stores in
the United States, as well as seven Toys R Us toy stores internationally since
the recording of the charges.  In addition, the Company has closed two
distribution centers and seven area offices in the United States.  Unused
reserves should be utilized in 1999, with the exception of those related to long
-term lease commitments.

In 1998 the Company also announced markdowns and other charges of $345 million
($229 million net of tax benefits, or $.86 per share).  Details on the
components of these charges are described in the Company's Annual Report for the
year ended January 30, 1999; the reserve balances as at that date and subsequent
utilization are as follows:


</FN>
</TABLE>

<TABLE>
<CAPTION>


Description                         Reserve Balance              Reserve Balance
                                          @ 1/30/99    Utilized         @ 5/1/99
<S>                                        <C>           <C>               <C>

Markdowns:
   Clear excess inventory                     $  74     $   5              $  69
   Store closings                                27         -                 27
Change in accounting estimates
        and other                                 6         -                  6


Total Cost of Sales                           $ 107     $   5              $ 102

<FN>

Unused reserves are expected to be utilized in 1999.

</FN>
</TABLE>


                                             7


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                            AND FINANCIAL CONDITION
         ==================================================================
                                    (continued)


Impact of Year 2000

Year 2000 issues are those related to the inability of certain computer systems
to properly recognize and process date-sensitive information relative to the
year 2000 and beyond.  The Company's Year 2000 project which began in 1997,
includes four major elements which are outlined in the Company's Annual Report
for the year ended January 30, 1999.

The total estimated cost to achieve year 2000 compliance is approximately $25
million, which is being expensed as incurred.  These estimates exclude internal
labor and related costs.  Approximately $20 million of these costs have been
incurred as of May 1, 1999 and all costs are being funded through cash flows
from operations.  The Company has begun to develop, but not yet finalized, a
contingency plan for possible year 2000 issues.  Contingency plans are expected
to be in place by the end of the second quarter of 1999.

The total cost of the Year 2000 project is not expected to have a material
effect on the Companys financial position or results of operations.  The costs
of conversion and the completion dates for the project are management's best
estimates.

Financial Condition

In 1999, the Company plans to open approximately 10 new toy stores in the United
States and is  currently  in the process of  remodeling  180 to 200 existing toy
stores in the United States to the new C-3 format.  The Company is also planning
to add  approximately 25 new international  toy stores,  including 10 franchise
stores,  and  approximately  20 new Babies R Us stores in the  United  States in
1999.

The Company  plans to continue  implementing  its C-3 Total  Solutions  Strategy
aimed at developing  greater everyday customer value in terms of price,  service
and the total shopping experience.  As part of this plan, the Company expects to
convert  approximately  180 to 200  existing  Toys R Us toy stores in the United
States to its new C-3  format  in 1999 and an  additional  325 in 2000.  The C-3
store format, which stands for Customer friendly, Cost-effective and Concept for
the future,  includes  wider aisles,  more feature  opportunities  and end-caps,
shops and logical category adjacencies all designed to improve customer shopping
patterns  and  experience.  The  sales  floor  has been  expanded  by 20% with a
one-third  reduction  in the size of the back room.  The  Company  also plans to
implement  some of the high  potential  elements  of the C-3 format in about 175
additional stores in 1999. Finally,  the 10 new toy stores slated to open in the
United States in 1999, as well as all new USA toy stores going forward,  will be
in the C-3 format.




                                   8


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                            AND FINANCIAL CONDITION
         ==================================================================
                              (continued)


On April 27, 1999, the Company  announced  several major  strategic  initiatives
regarding online  retailing,  as part of the Company's  strategy to be the clear
leader in the online retail market for toys and children's products by the
fourth quarter of 1999.  The three key  initiatives  that were announced
include:  the establishment of toysrus.com as a separate subsidiary
headquartered in Northern California;  a strategic  partnership with Benchmark
Capital,  a Silicon Valley venture   capital  firm;   and  the   acquisition  of
a  500,000  square  foot, state-of-the-art,  fully-automated  distribution
center strategically located in Memphis,  Tennessee.  On May 12, 1999, the
Company  announced the appointment of Bob Moog as Chief Executive Officer of its
toysrus.com subsidiary.

For 1999, capital requirements for the Company's expansion plans mentioned
above, as  well  as  capital  requirements  for  its  recently  announced
toysrus.com subsidiary, are estimated to be approximately $550 million.

Total  borrowings,  net of cash and cash equivalents  increased by approximately
$276 million at May 1, 1999,  as compared with May 2, 1998 due primarily to cash
used  for  the  Company's  share  repurchase   program  and  increased   capital
expenditures,  partially offset by the reduction in merchandise inventories. The
Company  repurchased  approximately 3 million shares of its common stock through
its share  repurchase  program for  approximately  $53 million  during the first
quarter of 1999.

Cash requirements for operations,  capital  expenditures,  lease commitments and
the share repurchase program will be met primarily through operating activities,
borrowings  under  the  $1  billion  revolving  credit  facility,   issuance  of
commercial paper and bank borrowings by foreign subsidiaries.

Weighted  average diluted common  equivalent  shares  decreased to 249.3 million
during  the first  quarter  ended at May 1, 1999 from 282.3  million  during the
first quarter ended May 2, 1998, due primarily to the shares  repurchased by the
Company under its share repurchase program.

This Form 10-Q contains 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




                                        9


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                            AND FINANCIAL CONDITION
          ==================================================================
                                  (continued)


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.





























                                        10

<PAGE>


                         PART II - OTHER INFORMATION



Item 1.         Legal Proceedings
        1) 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.  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.

           The Company has appealed the FTC's decision to the United States
           Court of  Appeals for the Seventh Circuit.  The appeal was argued on
           May 18, 1999.

           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 has violated  certain state
           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 has
           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 have filed a suit  against  the  Company in their capacity as
           representatives of the consumers of their states,  alleging that the
           Company has violated  federal and state  antitrust  laws as a
           consequence of the behavior  alleged in the FTC complaint.  These
           suits seek damages in unspecified amounts and other relief under
           state and/or federal law.

           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 has reached an agreement to settle, subject to court
           approval, 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 Company accrued
           all anticipated costs relating to this matter as of January 30, 1999.




                                         11


<PAGE>


Item 6.         Exhibits and Reports on Form 8-K

                (a)     Exhibit 27.1 - Financial Data Schedule for the quarter
                        ended May 1, 1999.

                (b)     On April 16, 1999, the Company filed a Form 8-K in
                        connection  with the approval by the  Company's  Board
                        of Directors  of an  amendment to the Rights  Agreement
                        dated as of January 7, 1998.






































                                         12


<PAGE>


                                    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:  June 14, 1999                              Toys "R" Us, Inc.
                                                  -----------------
                                                  (Registrant)


                                                 s/ Louis Lipschitz
                                                 (Signature)
                                                 Louis Lipschitz
                                                 Executive Vice President and
                                                 Chief Financial Officer















                                             13