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



                 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 April 29, 2000



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

                      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
                  461 From Road, Paramus, New Jersey 07652
                               (201) 262-7800
                (Former Reporting Address and Telephone Number)
 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  [  ]

 216,231,370 shares of the registrant's Common Stock were outstanding on
 June 5, 2000.





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




































                                     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.................................8


PART II - OTHER INFORMATION..................................................13


SIGNATURES...................................................................15





                                                         1

<PAGE>
<TABLE>



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



ASSETS                                       April 29,    May 1,    January 29,
                                                2000      1999          2000
                                           ----------   ---------    ---------
                                                <C>        <C>            <C>
Current Assets:
 Cash and cash equivalents                    $   439     $   289       $   584
 Accounts and other receivables                   135         204           182
 Merchandise inventories                        2,145       2,209         2,027
 Prepaid expenses and other current assets         67          86            80
                                            ----------   -----------  ---------
  Total current assets                         2,786        2,788         2,873

Property and equipment, net and other assets    4,483       4,935         5,106
Investment in Toys "R" Us - Japan                  91          -             -
Goodwill, net                                     371         344           374
                                         ------------ ------------- -----------
                                              $ 7,731     $ 8,067       $ 8,353
                                         ============ ============= ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Short-term borrowings                        $   529      $   591      $   278
 Accounts payable                               1,226        1,411        1,617
 Accrued expenses and other current liabilities   483          505          836
 Income taxes payable                             207          176          107
                                         ------------ ------------- -----------
  Total current liabilities                     2,445        2,683        2,838

Long-term debt                                    991        1,229        1,230
Deferred income taxes                             352          333          362
Other liabilities                                 240          227          243
Minority interest in Toysrus.com                   57           -            -

Stockholders' equity                            3,646         3,595       3,680
                                         ------------ ------------- -----------
                                              $ 7,731       $ 8,067     $ 8,353
                                         ============ ============= ===========
<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
                                -----------------------------------------------
                                                    April 29,            May 1,
                                                      2000               1999
                                              ---------------   ---------------
<S>                                                   <C>                 <C>


Net sales                                        $ 2,319                $ 2,166
Cost of sales                                      1,601                  1,505
                                              -------------         -----------
 Gross profit                                        718                    661

Selling, general and administrative expenses         599                    552
Depreciation and amortization expenses                72                     66
                                              --------------       ------------
  Operating earnings                                  47                     43

Other income (expense):
  Gain from initial public offering
  of Toys"R"Us - Japan                               315                      -
  Interest expense - net                             (23)                  (16)


                                              --------------       ------------
Earnings before taxes on income                      339                     27
Taxes on income                                      124                     10
                                              --------------       ------------
Net earnings                                     $   215                 $   17
                                              ==============       ============


Basic earnings per share                         $  0.93                $  0.07
                                              ==============       ============
Weighted average basic shares outstanding         229.9                  249.2
                                              ==============       ============

Diluted earnings per share                       $  0.93                $  0.07
                                              ==============       ============
Weighted average diluted shares outstanding       231.4                  249.3
                                              ==============       ============
<FN>

</FN>
</TABLE>


               See notes to condensed consolidated financial statements.








                                            3


<PAGE>
<TABLE>

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

                                                              13 Weeks Ended
                                                      -------------------------
                                                            April 29,    May 1,
                                                               2000      1999
                                                           ---------- ---------
<S>                                                            <C>        <C>

Cash flows from operating activities:
Net earnings                                               $   215     $    17
Adjustments to reconcile net earnings
to net cash used in operating activities:
  Depreciation and amortization                                 72          66
  Deferred income taxes                                         33           -
  Minority interest in Toysrus.com                              (3)          -
  Gain from initial public offering of Toys "R" Us - Japan    (315)          -
  Changes in operating assets and liabilities:
    Merchandise inventories                                   (311)       (307)
    Accounts payable and
    other operating liabilities                               (238)       (242)
    Other operating assets                                       3          (7)
                                                           ---------   --------
   Net cash used in operating activities                      (544)       (473)
                                                           ---------   --------
Cash flows from investing activities:
   Capital expenditures, net                                   (50)        (78)
   Net proceeds from sale of stock of Toys "R" Us - Japan      267           -
   Reduction   in   cash   due   to
   deconsolidation   of   Toys   "R"   Us - Japan              (15)          -


                                                           ---------   --------
   Net cash provided by (used in) investing activities         202         (78)
                                                           ---------   --------
Cash flows from financing activities:
Short-term borrowings, net                                     361         450
Long-term borrowings                                            -           10
Long-term debt repayment                                       (11)        (15)
Proceeds received from investors in Toysrus.com                 60           -
Issuance of stock warrants                                      10           -
Exercise of stock options                                       (1)          6
Share repurchase program                                      (227)        (53)
                                                           ----------  --------
   Net cash provided by financing activities                   192         398

Effect of exchange rate changes on cash and cash equivalents     5          32
Cash and cash equivalents:
Decrease during period                                        (145)       (121)
Beginning of period                                            584         410
                                                           ---------- ---------
End of period                                              $   439       $ 289
                                                           ========== =========

Supplemental disclosures of cash flow information:
Income tax (refunds) payments, net                         $   (9)      $   56
                                                           ========== =========

Interest paid                                             $    32       $   21
                                                           ========== =========
<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 condensed  consolidated  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.

     The financial  statements  and notes are  presented in accordance  with the
     rules and regulations of the Securities and Exchange  Commission and do not
     contain  certain  information  included  in the  company's  annual  report.
     Therefore,  the interim  statements  should be read in conjunction with the
     company's annual report for the fiscal year ended January 29, 2000.

2. Commercial  paper
     Commercial  paper of $368  million is  classified  as long-term  debt.  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 $494 million
     and $274 million are included in  short-term  borrowings  at April 29, 2000
     and May 1, 1999, respectively.

3. Comprehensive income
     Comprehensive income amounted to $160 million and $17 million for the first
     quarter ended April 29, 2000 and May 1, 1999, respectively,  as a result of
     the change in foreign currency translation.

4. Gain from initial public offering of Toys "R" Us - Japan
     The company recorded a non-operating gain of $315 million ($200 million net
     of taxes)  resulting from the initial  public  offering of shares of Toys -
     Japan,  which was  completed on April 24, 2000.  Of this gain,  $91 million
     resulted from an  adjustment  to the basis of the  company's  investment in
     Toys - Japan and $224  million  related  to the sale of a portion of Toys -
     Japan's  common  stock  owned  by the  company.  In  connection  with  this
     transaction the company also received net cash proceeds of $267 million and
     recorded a provision for current income taxes of $82 million and a deferred
     income tax liability of $33 million.  Accordingly,  the company's ownership
     percentage  in Toys - Japan  was  reduced  from 80% to 48% and Toys - Japan
     will now operate as a licensee of the company.




                                           5


<PAGE>

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

     The  company  has not  included  the  balance  sheet of Toys - Japan in its
     consolidated  balance  sheet as of April 29,  2000.  Accordingly,  the cash
     flows  resulting  from the change in the assets and  liabilities  of Toys -
     Japan  have  been  excluded  from  the  company's  condensed   consolidated
     statement of cash flows for the 13 weeks ended April 29, 2000. In addition,
     beginning  with the second  quarter  of 2000,  the  company  will no longer
     consolidate  the operating  results of Toys - Japan and will use the equity
     method to account for this investment.

5. Minority interest in Toysrus.com

     On February 24, 2000, the company entered into a partnership agreement with
     SOFTBANK  Venture  Capital and  affiliates  which included an investment by
     SOFTBANK and affiliates of $60 million in  Toysrus.com  for a 20% ownership
     interest.  The  company  has  included a $3 million  credit  related to the
     minority  interest in the net loss of Toysrus.com  in selling,  general and
     administrative expenses for the first quarter ended April 29, 2000.

     In  connection  with the  partnership  with  SOFTBANK  Venture  Capital and
     affiliates,   the  company  issued  1.2  million  stock  purchase  warrants
     ("warrants")  for $8.33 per warrant.  Each warrant gives the holder thereof
     the  right to  purchase  one  share  of the  company's  common  stock at an
     exercise price of $13,  until the expiration  date of February 24, 2010. As
     of April 29, 2000, no warrants have been exercised.

6. Replacement of certain stock options grants with restricted stock
     On March 24, 2000,  the company  authorized  the exchange of certain  stock
     options,  having an exercise price above $22 per share, for an economically
     equivalent grant of restricted  stock.  The exchange,  which was voluntary,
     replaced  approximately  14.4 million option shares with  approximately 1.7
     million  restricted  shares.  Shares of restricted stock resulting from the
     exchange  vest over a period of three  years,  with  one-half  of the grant
     vesting  on  April 1,  2002 and the  remainder  vesting  on April 1,  2003.
     Accordingly,  the company  will  recognize  compensation  expense  over the
     vesting period.

7. Segments

<TABLE>
<CAPTION>

   Information related to the various company segments is as follows:

   -----------------------------------------------------------------------------
                                                              April 29,  May 1,
                                                                 2000    1999
   -----------------------------------------------------------------------------
          <S>                                                    <C>      <C>

         Net sales
             Toys "R" Us - USA                               $ 1,242   $ 1,203
             Toys "R" Us - International                         305       315
             Toys "R" Us - Japan                                 277       208
             Babies "R" Us                                       327       266
             Toysrus.com                                           8
             Kids "R" Us                                         160       174
   -----------------------------------------------------------------------------
         Total                                               $ 2,319   $ 2,166
   -----------------------------------------------------------------------------
<FN>
</FN>
</TABLE>


                                            6


<PAGE>
<TABLE>

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

                                                    April 29,            May 1,
                                                       2000              1999
<S>                                                    <C>                <C>

         ----------------------------------------------------------------------
         Operating earnings
             Toys "R" Us - USA                   $      42           $       41
             Toys "R" Us - International               (20)                 (32)
             Toys "R" Us - Japan                        13                   12
             Babies "R" Us                              30                   21
              Toysrus.com, net of minority interest    (14)
              Kids "R" Us                                5                    6
             General corporate expenses                 (9)                 (5)
         Interest expense, net                         (23)                (16)
         Gain from IPO of Toys"R"Us - Japan            315
         ----------------------------------------------------------------------
         Earnings before taxes on income          $    339           $      27
         ----------------------------------------------------------------------
<FN>
</FN>
</TABLE>

8.Restructuring and other charges
     In 1998, the company recorded restructuring and other non-recurring charges
     of  $698  ($508  net of  tax  benefits)  to  strategically  reposition  its
     worldwide  business.  See the  company's  Annual  Report for the year ended
     January  29,  2000 for  details  on  these  charges.  Also see the  section
     "Management's   Discussion  and  Analysis  of  Results  of  Operations  and
     Financial  Condition" in this report for an update on the  initiatives  and
     the status of related reserves.

9. Commitments and contingencies
     See Part II - Item I - Legal Proceedings.



















                                                                   7


<PAGE>

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

     Results of Operations
     Net sales  increased 7% to $2.3 billion for the first  quarter  ended April
     29, 2000,  as compared with $2.2 billion for the first quarter ended May 1,
     1999.  The sales  increase was primarily  driven by increases in comparable
     store sales versus the same period in 1999,  as well as continued new store
     growth.

     Foreign  currency had a favorable  impact on net sales of  approximately $8
     million for the first  quarter  ended April 29, 2000,  as compared with the
     same period in 1999.

     On a  consolidated  basis,  comparable  store sales,  in local  currencies,
     increased by 3% for the first  quarter of 2000,  as compared with the first
     quarter of 1999.  Comparable store sales for the Toys "R" Us - USA division
     increased by 2% for the first  quarter of 2000,  as compared with the first
     quarter of 1999. This increase is reflective of improvements across a broad
     range of  categories  that helped to offset the strong Furby  business that
     the company  experienced upon its introduction last year.  Internationally,
     comparable  store sales,  on a local currency  basis,  increased 7% for the
     first quarter of 2000,  as compared with the first quarter of 1999.  Strong
     International   sales  performance  was  achieved  in  most   merchandising
     categories.  The  company's  Babies "R" Us division had a comparable  store
     sales  increase of 10% for the first  quarter of 2000, as compared with the
     first quarter of 1999, due to significant  increases in most  merchandising
     categories,  in particular  the infant care and small toy  categories.  The
     company's Kids "R" Us division  experienced a decrease in comparable  store
     sales in the  mid-single  digits for the first quarter of 2000, as compared
     with the first quarter of 1999.

     On a consolidated basis, cost of sales, as a percentage of sales, decreased
     by 0.5% for the first  quarter of 2000,  as compared with the first quarter
     of 1999.  Cost of sales as a percentage  of sales for the Toys "R" Us - USA
     division  decreased 1% for the first  quarter of 2000, as compared with the
     first quarter of 1999,  mostly due to improvements in initial markups and a
     reduction in coupon  expenses.  Cost of sales as a percentage  of sales for
     the Toys "R" Us -  International  division  increased by 0.6% for the first
     quarter of 2000, as compared with the first quarter of 1999, largely due to
     increased  markdowns  to keep  the  inventory  fresh.  Cost of  sales  as a
     percentage  of sales for the Babies "R" Us division  decreased  by 1.5% for
     the first  quarter of 2000,  as  compared  with the first  quarter of 1999,
     largely due to a more favorable shift in the sales mix.

     On a  consolidated  basis,  selling,  general and  administrative  expenses
     (SG&A),  as a percentage of sales,  increased by 0.3% for the first quarter
     of 2000, as compared with the first quarter of 1999.  SG&A, as a percentage
     of sales for the Toys "R" Us - USA division increased by 1.3% for the first
     quarter of 2000, as compared with the first quarter of 1999.  This increase
     was  partially due to increased  payroll  costs and increased  distribution
     costs.  SG&A,  as a  percentage  of sales  for the  International  division
     decreased by 2.5% for the first quarter of 2000, as compared with the first
     quarter  of  1999.  This  decrease  is  primarily  due  to the  closing  of
     under-performing  stores in Central Europe and France,  which were included
     in the company's restructuring program.


                                                                   8

<PAGE>

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

     SG&A, as a percentage of sales for the Babies "R" Us division  increased by
     0.3% for the first  quarter of 2000,  as compared with the first quarter of
     1999.

     Included in the  company's  results for the first  quarter  ended April 29,
     2000,  is $9 million  representing  net loss of  Toysrus.com,  its internet
     subsidiary, net of minority interest.

     Depreciation and amortization increased by $6 million for the first quarter
     of 2000,  as compared  with the first  quarter of 1999,  as a result of the
     company's  continued  store  expansion,  strategic  investments  to improve
     management information systems and amortization of goodwill relating to its
     acquisition of Imaginarium Toy Centers, Inc. in the second half of 1999.

     Net interest expense increased by $7 million for the first quarter of 2000.
     This  increase  was  mostly  due  to  higher  average   borrowings   mainly
     attributable to funding the company's stock repurchase  program, as well as
     higher interest rates.

     Foreign  currency  exchange did not have a material  impact on net earnings
     for the first quarter of 2000, as compared with the same period in 1999.

     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 29, 2000; the reserve  balances and subsequent  utilization  are as
     follows:
<TABLE>

<CAPTION>

                                   Reserve Balance              Reserve Balance
    Description                         @ 1/29/00   Utilized         @ 4/29/00
    ---------------------------------------------------------------------------
      <S>                                  <C>        <C>             <C>

    Closings/downsizings:
       Lease commitments                   $62        $ 10               $52
       Severance and other closing costs    14          -                 14
       Other                                11          -                 11
    ---------------------------------------------------------------------------
    Total restructuring                    $87        $ 10               $77
    ---------------------------------------------------------------------------
    Provisions for legal settlements       $30        $ 13               $17
    ---------------------------------------------------------------------------
<FN>
</FN>
</TABLE>






                                             9


<PAGE>

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

     The company is continuing to aggressively  negotiate the closing/downsizing
     of  the  remaining  stores  and   distribution   centers  included  in  its
     repositioning   program  and  intends  to  execute  the  remainder  of  the
     initiatives included in the program.

     In 1998,  the company also  announced  markdowns  and other charges of $345
     million ($229 million net of tax benefits,  or $.86 per share). Unused
     reserves at April 29, 2000 are expected to be utilized in the company's
     upcoming business cycle.  Details on the  components  of these  charges are
     described in the  company's  Annual Report for the year ended  January  29,
     2000;  the  reserve  balances  and subsequent utilization are as follows:
<TABLE>
<CAPTION>
                                   Reserve Balance              Reserve Balance
     Description                       @ 1/29/00     Utilized        @ 4/29/00
     --------------------------------------------------------------------------

     <S>                                  <C>            <C>             <C>

     Markdowns:
      Clear excess inventory            $ 2           $ 1                $ 1
      Store closings                     12             4                  8
     --------------------------------------------------------------------------
     Total cost of sales               $ 14           $ 5                $ 9
     --------------------------------------------------------------------------
<FN>
</FN>
</TABLE>

     The  company   believes   all   reserves   are  adequate  to  complete  its
     restructuring program.

     Impact of Year 2000
     The year 2000 problem  concerns the  inability  of  information  systems to
     recognize properly and process  date-sensitive  information beyond December
     31, 1999.  At the time of this filing the company had not  experienced  any
     year 2000 problems  with any of its financial or operating  systems or with
     any of its  suppliers or  customers.  The company will  continue to monitor
     these  systems,  but it does not  anticipate  any  problems or  significant
     expenditures in the future.

     Financial  Condition
     By February 3, 2001, the company plans to operate
     approximately  1,578  stores,  consisting  of: 709 toy stores in the United
     States;  478  International  toy stores  (including 102 franchise and joint
     venture stores); 197 Kids "R" Us children's clothing stores; 150 Babies "R"
     Us stores and 44 Imaginarium  stores.  The company  expects to convert more
     than 70 existing USA toy stores to C-3 combo  stores in 2000.  In addition,
     the company  continues its C-3 store  refinement  program aimed to find the
     optimal configuration of fixturing and segmentation. The company also sells
     merchandise   through   its   internet   sites   at   www.toysrus.com   and
     www.imaginarium.com and through mail order catalogs.

     For 2000, capital  requirements for the company's expansion plans mentioned
     above, as well as capital requirements for its subsidiary, toysrus.com, are
     estimated to be approximately $500 to $550 million.




                                          10

<PAGE>

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

     Total   borrowings,   net  of  cash  and  cash  equivalents   decreased  by
     approximately  $460 million at April 29, 2000, as compared with May 1, 1999
     due primarily to the deconsolidation of Toys - Japan.

     The company repurchased approximately 18 million shares of its common stock
     through its share repurchase  program for approximately $227 million during
     the  first  quarter  of  2000,   as  compared  to  3  million   shares  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  shares  outstanding  decreased to 231.4  million
     during the first quarter ended at April 29, 2000 from 249.3 million  during
     the  first  quarter  ended  May  1,  1999,  due  primarily  to  the impact
     of shares repurchased by the company under its share repurchase program.

     The company recorded a non-operating gain of $315 million ($200 million net
     of taxes)  resulting from the initial  public  offering of shares of Toys -
     Japan,  which was  completed  on April 24,  2000.  Of this gain $91 million
     resulted from an  adjustment  to the basis of the  company's  investment in
     Toys - Japan and $224  million  related  to the sale of a portion of Toys -
     Japan's  common  stock  owned  by the  company.  In  connection  with  this
     transaction the company also received net cash proceeds of $267 million and
     recorded a provision for current income taxes of $82 million and a deferred
     income tax liability of $33 million.  Accordingly,  the company's ownership
     percentage  in Toys - Japan  was  reduced  from 80% to 48% and Toys - Japan
     will now operate as a licensee of the company.

     The company has not included  the balance  sheet of Toys-Japan in
     its consolidated balance sheet as of April 29, 2000. Accordingly,  the
     cash flows  resulting from the change in the assets and liabilities of
     Toy-Japan have been excluded from the company's condensed consolidated
     statement  of cash flows for the 13 weeks  ended  April 29,  2000.  In
     addition,  beginning with the second quarter of 2000, the company will
     no longer  consolidate the operating  results of Toys - Japan and will
     use the equity method to account for this investment.










                                               11


<PAGE>

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

     Forward  Looking  Statements
     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  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.




















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<PAGE>

                                PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

          1) FAO Schwarz, et al. v. Toys "R" Us, Inc., et al.

          As previously  reported in the  company's  Report on Form 10-K for the
          fiscal year ended  January  29,  2000,  the company is a defendant  in
          litigation  pending in the Supreme Court of the State of New York, New
          York County.

          On May 31, 2000, the court denied  plaintiff's motion for a
          preliminary injunction.
































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<PAGE>


Item 6.           Exhibit and Report on Form 8-K

                  (a)      Exhibit

                           27.1 - Financial Data Schedule for the quarter ended
                           April 29, 2000.


                  (b)      Report on Form 8-K

                          On March 20, 2000, the company filed a Form 8-K in
                          connection with the proposed  initial public  offering
                          in Japan of shares of Toys "R" Us -Japan, Ltd.


































                                            14


<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 9, 2000                      Toys "R" Us, Inc.
                                                  -----------------------------
                                                 (Registrant)






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










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