U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                                 Date of Report
                        (Date of earliest event reported):


                                January 28, 2002

                                Toys "R" Us, Inc.
             (Exact name of registrant as specified in its Charter)



  Delaware                            1-11609                22-3260693
 (State or other jurisdiction      (Commission              (IRS Employer
  of incorporation)                 File Number)             Identification No.)


  461 From Road, Paramus, New Jersey                                    07652
  ----------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)


       Registrant's telephone number, including area code: (201) 262-7800















<PAGE>


Item 9.           Regulation FD Disclosure

This report relates to certain announcements made by the Registrant in the
following Press Release, dated January 28, 2002:

FROM:  Ursula H. Moran (201) 802-5444            Louis Lipschitz (201) 802-5548
       Investor Relations                        Chief Financial Officer


FOR:   Toys "R" Us, Inc.                        Rebecca Caruso (201) 599-8090
       (NYSE:  TOY)                             Media Relations
                                                FOR IMMEDIATE RELEASE


   TOYS "R" US ANNOUNCES RESTRUCTURING -- $126 MILLION IN AFTER-TAX
                CHARGES TO BE TAKEN IN FOURTH QUARTER 2001


PARAMUS, NEW JERSEY, JANUARY 28, 2002 -- Toys "R" Us, Inc. today announced a
series of steps designed to enhance its future cash flow and operating earnings.
The company plans to close 37 Kids "R" Us stores and 27 non-Mission Possible
format Toys "R" Us stores, eliminate 1,900 store and headquarters positions, and
consolidate its store support center facilities as part of its continuing
strategic efforts to enhance profitability and concentrate its financial
resources on those formats and stores that are most productive. These actions
are expected to increase free cash flow in 2002 and beyond and to yield
improvements to pre-tax earnings of approximately $25 million in 2002, and
approximately $45 million annually beginning in 2003. Payroll savings associated
with changes in support functions will account for $30 million of the $45
million.

In conjunction with these actions the company estimates it will incur
restructuring and other charges totaling $237 million pre-tax. Of this, $79
million is associated with facilities consolidation, severance, and other
actions designed to improve efficiency in its support functions. The costs
associated with store closings are $73 million for Kids "R" Us and $85 million
for Toys "R" Us, of which $27 million will be recorded in cost of goods sold.
The company also intends to reverse $24 million of previously accrued charges
that, after final evaluation, have been deemed no longer needed. Accordingly,
based on these actions, the company intends to record $213 million of pre-tax
($126 million after-tax) restructuring and other charges in the fourth quarter
of its fiscal year ending February 2, 2002.

Focusing on Most Productive Formats and Stores

John Eyler, Chairman and Chief Executive Officer, stated, "We have been very
pleased with the performance of our remodeled Mission Possible store format in
the Toys "R" Us division. Currently we have 433 stores in this format. These
renovated stores maintained their positive sales gap over our unrenovated stores
during the holiday selling season.

                                      2



<PAGE>

We were  pleased that during the five weeks of December,  12 of our top 20 metro
markets, which includes New York/New Jersey and Boston,  aggregated double-digit
sales increases.  The entire group of approximately 270 stores remodeled in 2001
achieved a 9% sales increase in the same period. As part of our Mission Possible
program we have  conducted a detailed  assessment of every store in our U.S. toy
store division,"  commented Mr. Eyler. "The 27 toy stores slated for closure are
stores that were cash-flow positive, but were not meeting our return objectives.
Approximately 10 of these stores are relocation candidates. In our judgment, the
investment  of  significant  capital to  renovate  these  stores to the  Mission
Possible  format  would  not  be  prudent.   Rather,  we  will  concentrate  our
investments on those stores judged most likely to produce superior returns."

"As we have discussed previously, our nine renovated Kids "R" Us prototype
stores are delivering double-digit year over year sales growth. The consumer
response to these stores has been overwhelmingly favorable. Our Toys "R" Us/Kids
"R" Us combo stores are also performing very well. We are convinced that the new
prototypes and combo stores represent the optimal strategic choices for the Kids
"R" Us division. Consequently, we have made a decision to close 37 stores in the
Kids "R" Us division. In almost all of these locations the nearest Toys "R" Us
store will be converted to a combo store in tandem with the Kids "R" Us store
closing.

Toys "R" Us currently operates 273 combo stores. By the end of 2002 the company
plans to have approximately 375 combo stores. In 2002, 30 additional Kids "R" Us
stores will be renovated to the new Kids "R" Us prototype. "The strong sales
performance and improved profitability of these new formats underscored our
decision to close those stores that are performing at levels below our financial
objectives," Mr. Eyler continued. "The closing of these stores will improve our
return on assets going forward."

Improving Efficiency of Corporate Functions

"As part of our ongoing effort to improve the effectiveness and efficiency of
our corporation we will implement a shared services model across a variety of
corporate support functions. Merchandising, store operations and marketing
activities will continue to be performed by the separate divisions, however, the
majority of administrative and financial functions will be shared. The
consolidation of five separate facilities in New Jersey to our new store support
facility in Wayne, New Jersey is an important step in the implementation of this
shared services model," noted Mr. Eyler. The five New Jersey facilities include
two locations in Montvale, and one facility each in Paramus, East Hanover, and
Ft. Lee. The company's move to Wayne will begin in the summer of 2002 and is
expected to be completed by summer 2003.

Occupancy costs in the new facility in Wayne are expected to be comparable to
current occupancy costs. However, the facilities consolidation and
implementation of the shared services model are expected to result in the annual
payroll savings of $30 million referred to above.

                                      3

<PAGE>

"It will be far more efficient and productive for a $11 billion company like
ours to be housed in one major facility rather than to be spread among multiple
locations. We are confident that our move to a shared services model will
improve both the quality and the speed of our business decision making. In
addition, the shared services model also provides a framework more conducive to
supporting growth of new business concepts," said Mr. Eyler.

Toys "R" Us, the world's leading resource for kids, families and fun currently
operates 1,609 stores: 703 toy stores in the United States; 510 international
toy stores, including franchise stores; 184 Kids "R" Us children's clothing
stores; 163 Babies "R" Us stores and 49 Imaginarium stores. Toysrus.com sells
merchandise through its Internet sites at www.toysrus.com, www.babiesrus.com and
www.imaginarium.com.

This press release contains certain "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. Such statements should be
considered as subject to risks and uncertainties that exist in the company's
operations and business environment that could render actual outcomes and
results materially different than predicted. Factors that could constitute risks
are set forth in documents filed by the company with the Securities and Exchange
Commission.

CONFERENCE CALL/WEBCAST INFORMATION:
Toys "R" Us will hold a conference call beginning at 9AM Eastern Standard Time
today to discuss these initiatives. It will include remarks from Mr. Eyler as
well as a question and answer session. A replay of the call will be available
beginning at 11AM today through 6PM on January 30th. The access number for the
replay is 800-633-8284 and the access code is 20288673. The live call will also
be accessible via webcast on the Vcall website - www.vcall.com -- and on the
Toys "R" Us site -- www.toysrus.com (go to "About Toys "R" Us and then "Investor
Relations"). Please go to the website approximately 15 minutes before the call
to register, download and install any necessary audio software. A replay of the
webcast will be available beginning approximately one hour after the call on the
Vcall website through February 28, 2002.

                                  # # # # #
                                        4

<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 hereunto duly authorized.


Date:  January 28, 2002



                                        By:  /s/ Louis Lipschitz



                                        Name:    Louis Lipschitz
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer



                                        5
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                                 Date of Report
                        (Date of earliest event reported):

                                January 28, 2002

                                Toys "R" Us, Inc.
             (Exact name of registrant as specified in its Charter)

  Delaware                            1-11609                22-3260693
 (State or other jurisdiction      (Commission              (IRS Employer
  of incorporation)                 File Number)             Identification No.)

  461 From Road, Paramus, New Jersey                                    07652
  ----------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (201) 262-7800
Item 9.           Regulation FD Disclosure

This report relates to certain announcements made by the Registrant in the
following Press Release, dated January 28, 2002:

FROM:  Ursula H. Moran (201) 802-5444            Louis Lipschitz (201) 802-5548
       Investor Relations                        Chief Financial Officer

FOR:   Toys "R" Us, Inc.                        Rebecca Caruso (201) 599-8090
       (NYSE:  TOY)                             Media Relations
                                                FOR IMMEDIATE RELEASE

   TOYS "R" US ANNOUNCES RESTRUCTURING -- $126 MILLION IN AFTER-TAX
                CHARGES TO BE TAKEN IN FOURTH QUARTER 2001

PARAMUS, NEW JERSEY, JANUARY 28, 2002 -- Toys "R" Us, Inc. today announced a
series of steps designed to enhance its future cash flow and operating earnings.
The company plans to close 37 Kids "R" Us stores and 27 non-Mission Possible
format Toys "R" Us stores, eliminate 1,900 store and headquarters positions, and
consolidate its store support center facilities as part of its continuing
strategic efforts to enhance profitability and concentrate its financial
resources on those formats and stores that are most productive. These actions
are expected to increase free cash flow in 2002 and beyond and to yield
improvements to pre-tax earnings of approximately $25 million in 2002, and
approximately $45 million annually beginning in 2003. Payroll savings associated
with changes in support functions will account for $30 million of the $45
million.

In conjunction with these actions the company estimates it will incur
restructuring and other charges totaling $237 million pre-tax. Of this, $79
million is associated with facilities consolidation, severance, and other
actions designed to improve efficiency in its support functions. The costs
associated with store closings are $73 million for Kids "R" Us and $85 million
for Toys "R" Us, of which $27 million will be recorded in cost of goods sold.
The company also intends to reverse $24 million of previously accrued charges
that, after final evaluation, have been deemed no longer needed. Accordingly,
based on these actions, the company intends to record $213 million of pre-tax
($126 million after-tax) restructuring and other charges in the fourth quarter
of its fiscal year ending February 2, 2002.

Focusing on Most Productive Formats and Stores

John Eyler, Chairman and Chief Executive Officer, stated, "We have been very
pleased with the performance of our remodeled Mission Possible store format in
the Toys "R" Us division. Currently we have 433 stores in this format. These
renovated stores maintained their positive sales gap over our unrenovated stores
during the holiday selling season.

                                      2
We were  pleased that during the five weeks of December,  12 of our top 20 metro
markets, which includes New York/New Jersey and Boston,  aggregated double-digit
sales increases.  The entire group of approximately 270 stores remodeled in 2001
achieved a 9% sales increase in the same period. As part of our Mission Possible
program we have  conducted a detailed  assessment of every store in our U.S. toy
store division,"  commented Mr. Eyler. "The 27 toy stores slated for closure are
stores that were cash-flow positive, but were not meeting our return objectives.
Approximately 10 of these stores are relocation candidates. In our judgment, the
investment  of  significant  capital to  renovate  these  stores to the  Mission
Possible  format  would  not  be  prudent.   Rather,  we  will  concentrate  our
investments on those stores judged most likely to produce superior returns."

"As we have discussed previously, our nine renovated Kids "R" Us prototype
stores are delivering double-digit year over year sales growth. The consumer
response to these stores has been overwhelmingly favorable. Our Toys "R" Us/Kids
"R" Us combo stores are also performing very well. We are convinced that the new
prototypes and combo stores represent the optimal strategic choices for the Kids
"R" Us division. Consequently, we have made a decision to close 37 stores in the
Kids "R" Us division. In almost all of these locations the nearest Toys "R" Us
store will be converted to a combo store in tandem with the Kids "R" Us store
closing.

Toys "R" Us currently operates 273 combo stores. By the end of 2002 the company
plans to have approximately 375 combo stores. In 2002, 30 additional Kids "R" Us
stores will be renovated to the new Kids "R" Us prototype. "The strong sales
performance and improved profitability of these new formats underscored our
decision to close those stores that are performing at levels below our financial
objectives," Mr. Eyler continued. "The closing of these stores will improve our
return on assets going forward."

Improving Efficiency of Corporate Functions

"As part of our ongoing effort to improve the effectiveness and efficiency of
our corporation we will implement a shared services model across a variety of
corporate support functions. Merchandising, store operations and marketing
activities will continue to be performed by the separate divisions, however, the
majority of administrative and financial functions will be shared. The
consolidation of five separate facilities in New Jersey to our new store support
facility in Wayne, New Jersey is an important step in the implementation of this
shared services model," noted Mr. Eyler. The five New Jersey facilities include
two locations in Montvale, and one facility each in Paramus, East Hanover, and
Ft. Lee. The company's move to Wayne will begin in the summer of 2002 and is
expected to be completed by summer 2003.

Occupancy costs in the new facility in Wayne are expected to be comparable to
current occupancy costs. However, the facilities consolidation and
implementation of the shared services model are expected to result in the annual
payroll savings of $30 million referred to above.

                                      3
"It will be far more efficient and productive for a $11 billion company like
ours to be housed in one major facility rather than to be spread among multiple
locations. We are confident that our move to a shared services model will
improve both the quality and the speed of our business decision making. In
addition, the shared services model also provides a framework more conducive to
supporting growth of new business concepts," said Mr. Eyler.

Toys "R" Us, the world's leading resource for kids, families and fun currently
operates 1,609 stores: 703 toy stores in the United States; 510 international
toy stores, including franchise stores; 184 Kids "R" Us children's clothing
stores; 163 Babies "R" Us stores and 49 Imaginarium stores. Toysrus.com sells
merchandise through its Internet sites at www.toysrus.com, www.babiesrus.com and
www.imaginarium.com.

This press release contains certain "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. Such statements should be
considered as subject to risks and uncertainties that exist in the company's
operations and business environment that could render actual outcomes and
results materially different than predicted. Factors that could constitute risks
are set forth in documents filed by the company with the Securities and Exchange
Commission.

CONFERENCE CALL/WEBCAST INFORMATION:
Toys "R" Us will hold a conference call beginning at 9AM Eastern Standard Time
today to discuss these initiatives. It will include remarks from Mr. Eyler as
well as a question and answer session. A replay of the call will be available
beginning at 11AM today through 6PM on January 30th. The access number for the
replay is 800-633-8284 and the access code is 20288673. The live call will also
be accessible via webcast on the Vcall website - www.vcall.com -- and on the
Toys "R" Us site -- www.toysrus.com (go to "About Toys "R" Us and then "Investor
Relations"). Please go to the website approximately 15 minutes before the call
to register, download and install any necessary audio software. A replay of the
webcast will be available beginning approximately one hour after the call on the
Vcall website through February 28, 2002.

                                  # # # # #
                                        4
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 hereunto duly authorized.

Date:  January 28, 2002

                                        By:  /s/ Louis Lipschitz

                                        Name:    Louis Lipschitz
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer

                                        5