**UNITED STATESSECURITIES 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 November 2, 2002**

**Commission file number 1-11609**

TOYS “R” US, INC.*  (Exact name of registrant as specified in its charter)*

| **Delaware***(State or other jurisdiction of incorporation or organization)*    |  | **22-3260693***(IRS Employer Identification Number)* |
|---------------------------------------------------------------------------------|--|------------------------------------------------------|
|                                                                                 |  |                                                      |
| **461 From Road Paramus, New Jersey***(Address of principal executive offices)* |  | **07652***(Zip code)*                                |

**(201) 262-7800***  (Registrant’s telephone number, including area code)*

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        .

**APPLICABLE ONLY TO CORPORATE ISSUERS**:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

212,445,032 shares of the registrant’s Common Stock were outstanding on December 2, 2002.

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| INDEX                  |
|------------------------|
| **   ** |  |  |
| **   ** |  | PAGE |
|         |  |  |
|                        |  |  |
|                   |  |  |     |  |  |
|         |  |  |
| **SIGNATURES**         |  | 3 |
|         |  |  |  |
| **CERTIFICATIONS**     |  | 4 |
|              |  |  |  |
|              |  |  |  |

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This Form 10-Q/A is being filed to correct the signature block for the form and the signature block for the certification of the Chief Financial Officer contained within the Form 10-Q for the period ended November 2, 2002 that was previously filed on December 17,2002.

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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**.**

|                               |  |                                                                    |
|------------------------------------|--|--------------------------------------------------------------------|
|                               |  |                                                                    |
|                                    |  | **TOYS R US, INC.**                                                |
|                                    |  |                                                                    |
|                                    |  | (Registrant)                                                       |
|                                    |  |                                                |
|                                    |  |                                           |
| Date:  December 19, 2002 |  | **/s/ LOUIS LIPSCHITZ**                                       |
|                                    |  |                                                                    |
|                                    |  |             |
|                                    |  | Louis Lipschitz                                                    |
|                                    |  |                                                                    |
|                                    |  | Executive Vice President and Chief Financial Officer               |
|                                    |  |                                                                    |

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**CERTIFICATION**

| I, Louis Lipschitz, certify that: |
|-----------------------------------|
|                    | 1. | I have reviewed this quarterly report on Form 10-Q of Toys “R” Us, Inc.; |
|                                   |  |  |  |  |
|                                   | 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report; |
|                                   |  |  |  |  |
|                                   | 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report; |
|                                   |  |  |
|                                   | 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
|                                   |  |  |
|                                   |  | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterlyreport is being prepared. |
|                                   |  | b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
|                                   |  | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
|                                   |  |  |
|                                   | 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
|                                   |  | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any materialweaknesses in internal controls; and |
|                                   |  | b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
|                                   |  |  |
|                                   | 6. | The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |

| **/s/ LouisLipschitz                                                 ** | ** ** |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--|
| Executive Vice President - Chief Financial Officer                                                                                                                                                                                                                                                                           |            |  |
| December 16, 2002                                                                                                                                                                                                                                                                                             |            |  |

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